* BOOK REVIEW: Building a Health Care Organization: A Challenge for Physicians and Managers

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155 EAST: Posts $2.9 Mil. Net Loss in 3rd Quarter Ending Sept. 30-----------------------------------------------------------------155 East Tropicana, LLC, reported third quarter operating resultsfor the period ended Sept. 30, 2005. The company owns the HotelSan Remo Casino and Resort in Las Vegas, Nevada, which iscurrently being renovated. During the third quarter, the companyleased the hotel and casino to Eastern & Western HotelCorporation, the former owner and current operator of the HotelSan Remo. The company assumed operational responsibility for thehotel and casino on Nov. 1, 2005, after receiving approval for itsstate gaming license. The hotel and casino will continue tooperate under the Hotel San Remo Casino and Resort name until therenovation and construction are complete. The company intends tore-brand the Hotel San Remo as Hooters Casino Hotel, with thegrand opening slated for February 2006.

For the third quarter of 2005, the company leased the hotel andcasino to Eastern & Western Hotel Corporation under two separatelease agreements. Pursuant to the casino lease arrangement, thecasino, showroom, liquor servicing areas and other casino relatedareas are leased for $125,000 per month. The casino leasegenerated rent income of $375,000 for the quarter endingSept. 30, 2005. Pursuant to the lease for the hotel, restaurantsand other areas of the hotel casino property, rental income is$250,000 per month plus a percentage rent equal to 100% of allrevenues received by Eastern & Western from the operation of thehotel and restaurants, less operating expenses and working capitalreserves as defined in the hotel lease agreement. The hotel,restaurants and other areas leased generated lease income of$800,000 for the quarter ending Sept. 30, 2005.

The net loss for the quarter ended Sept. 30, 2005, was$2.9 million.

"We continue to make significant progress as we work towards theFebruary grand opening of Hooters Casino Hotel," Neil Kiefer,Chief Executive Officer, stated. "While the casino and hotel wereimpacted to some degree in the third quarter by constructiondisruption related to the renovation, we are pleased to note thatthe refurbishment remains on schedule. As we review ouraccomplishments to date and prepare to enter the final phase ofthe project, we are more excited than ever to bring Hooters CasinoHotel to Las Vegas."

155 East Tropicana, LLC -- http://www.hooterscasinohotel.com/-- owns the Hotel San Remo Casino and Resort in Las Vegas, Nevada,which the company has begun to renovate and re-brand as HootersCasino Hotel. The property is located one-half block from theintersection of Tropicana Avenue and Las Vegas Boulevard, a majorintersection on the Las Vegas Strip. The Hotel San Remo currentlyfeatures 711 hotel rooms and an approximately 24,000 square-footcasino.

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As reported in the Troubled Company Reporter on March 16, 2005,Standard & Poor's Ratings Services assigned its 'B-' rating to the$125 million senior secured notes due 2012 proposed by 155 EastTropicana LLC and its wholly owned subsidiary, 155 East TropicanaFinance Corporation.

At the same time, Standard & Poor's also assigned a 'B-' corporatecredit rating to the parent company. The outlook is stable.

The company's net income for the three months ended Oct. 31, 2005,was $26 million, compared to $74 million last year.

"Agilent had a strong finish to a remarkable year," Bill Sullivan,Agilent president and chief executive officer, said. "IncludingSemiconductor Products, fourth quarter total revenues wereslightly above the top end of our expectations, as most of ourmarkets gained momentum during the quarter. The quality of ourperformance was also good, with adjusted net income at the top ofour guidance range."

In the fourth quarter, the company generated $410 million in cashfrom operating activities and, after $51 million of capitalspending, $359 million in operating free cash flow. Bothinventory days-on-hand and receivables days sales outstanding wereat new record lows. During the quarter, the company repurchasedabout 8.9 million common shares for $290 million.

Tender Offer

Separately, the Agilent board has authorized a share repurchase ofup to approximately $2.7 billion in the form of a modified "DutchAuction" tender offer to purchase up to 73 million shares of itscommon stock at a price per share not less than $32 and notgreater than $37. The tender offer is expected to commence onNov. 15, 2005, and to expire, unless extended, on Dec. 13, 2005.As of Oct. 31, 2005, Agilent had approximately 500 million sharesof common stock outstanding.

Semiconductor Products

During the fourth quarter, Agilent announced a definitiveagreement to sell its Semiconductor Products business. Thebusiness is being treated as a Discontinued Operation in itsfourth quarter GAAP financial statements. If SemiconductorProducts had been a continuing operation, Agilent would havereported fourth quarter orders of $1.98 billion, 24 percent abovelast year, and total revenues of $1.9 billion, four percent aboveone year ago.

Headquartered in Palo Alto, California, Agilent Technologies Inc.-- http://www.agilent.com/-- is the world's premier measurement company and a technology leader in communications, electronics,life sciences and chemical analysis. The company's 27,000employees serve customers in more than 110 countries. Agilent hadnet revenue of $5.1 billion in fiscal 2005.

* * *

As reported in the Troubled Company Reporter on April 15, 2005,Standard & Poor's Ratings Services raised its corporate credit andsenior unsecured debt ratings on Palo Alto, California-basedAgilent Technologies Inc. to 'BB+' from 'BB'. The ratings upgradeis in response to the relatively recent but sustained improvementsin the company's profitability and cash flow generation, incombination with a liquid balance sheet and moderate financialpolicies. The outlook is now stable.

ANCHOR GLASS: Hearing on $115 Mil. DIP Facility Set for December 7------------------------------------------------------------------The U.S. Bankruptcy Court for the Middle District of Florida willhold a pre-trial conference on Dec. 7, 2005, at 9:00 a.m., withrespect to Anchor Glass Container Corporation's request to approveits DIP financing agreement with Wachovia Finance Capital FinanceCorporation and the Official Committee of Unsecured Creditor'srequest for disallowance of the repayment and Commitment orFacility Fees associated with the DIP financing.

As reported in the Troubled Company Reporter on Oct. 14, 2005, theCommittee told the Bankruptcy Court that the $575,000 commitmentfee due to Wachovia is excessive and unreasonable. Wachovia isentitled to a $575,000 commitment fee for arranging a$115 million DIP facility for the Debtors.

Wachovia Talks Back

Wachovia Finance Capital Finance Corporation (Central) contendsthat the Wachovia DIP Facility was the product of good faitharm's-length negotiations among the parties and enjoys theprotections of Section 364(e) of the Bankruptcy Code.

"The Wachovia DIP Facility was proper in all respects, providedthe Debtor with roughly $62,000,000 in new advances until it waspaid off on September 15, 2005, and included standard facilityand early termination fees," Richard H. Malchon, Jr., Esq., atRuden McClosky Smith Schuster & Russell, P.A., in Tampa, Florida,asserts. Wachovia voluntarily reduced the early termination feesby $575,000 upon the September 15 payout, according to Mr.Malchon.

Wachovia also insists that the Facility and Early TerminationFees challenged by the Official Committee of Unsecured Creditorsare standard in the marketplace. Both the amount of Wachovia'sFacility Fee and its manner of calculation are fair and typical,Mr. Malchon says. Similarly, the inclusion of an earlytermination fee in a loan agreement is also standard.

Contrary to the Committee's claims, Wachovia never demandedrepayment or accelerated any amounts owed by the Debtor, Mr.Malchon points out. Since Wachovia was paid out before maturityof the Wachovia DIP Facility, the Early Termination Fee becamedue and owing. Also contrary to the Committee's characterizationof a no-advance facility, the Debtor, under the Wachovia DIPFacility, had the benefit of $62,000,000 in advances that itwould not have had if the Wachovia DIP Facility had not beenapproved.

Wachovia asserts that the Facility Fee and Early Termination Feeconstitute part of its consideration to extend postpetitionadvances to the Debtor and that it is entitled to payment in fullof the fees as already reduced. Thus, Wachovia believes thatthere is no basis to disallow the Fees paid in accordance withthe terms of the Wachovia DIP Facility.

The Committee alleges that Wachovia made no advances under theWachovia DIP Facility. This is simply not the case, Mr. Malchonargues. This represents a fundamental misunderstanding by theCommittee of both the nature of the Debtor's business and theworkings of a revolving credit facility like the Wachovia DIPFacility.

It was the early termination of the Wachovia DIP Facility thattriggered Wachovia's rights to the Early Termination Fee of$287,500, Mr. Malchon further point out. Wachovia did not causethe early termination of the Wachovia DIP Facility. It did notaccelerate any amounts due or demand payment. The fee amounts tohalf a percent of Anchor Glass' $52,000,000 revolver balance onthe date that Wachovia was paid out.

ANCHOR GLASS: Utilities Do Battle with Creditors' Committee-----------------------------------------------------------As reported in the Troubled Company Reporter on Oct. 3, 2005, theOfficial Committee of Unsecured Creditors of Anchor GlassContainer Corporation asked the U.S. Bankruptcy Court for theMiddle District of Florida to:

a. modify the adequate assurance order so that the Debtor is no longer authorized to pay the prepetition claims of the Utility Companies as adequate assurance of future performance; and

b. direct that all the Debtor's payments made as of Sept. 21, 2005, be applied to postpetition bills

Six utility companies respond to the Committee's Objections:

(1) AEP, CenterPoint, et al.

American Electric Power, CenterPoint Energy Services, CenterPointEnergy Resources Corp., doing business as CenterPoint EnergyMinnesota Gas, and New York State Electric and Gas Corporationnote that the deposits they request exceed the prepetition debtsowed to the Utilities:

Richard R. Thames, Esq., at Stutsman & Thames, in Jacksonville,Florida, tells the Court that the Utilities have no informationon how much the Debtor may have paid out to Utilities as adequateassurance of payment. In the Utility Motion, the Debtorestimated that the total prepetition debt it would owe to all ofits utilities would be $8,000,000.

CenterPoint Resources and NYSEG have special-rate executorycontracts with the Debtor that they believe the Debtor willassume because the Debtor will not be able to obtain morefavorable rates elsewhere. Additionally, CES has a contract withthe Debtor to provide gas utility service in the event that theDebtor's primary gas supply from CenterPoint Resources isinterrupted during periods of high gas demand, which would likelyoccur during winter months.

Hence, it is clear that the CES contract represents an importantcontract that the Debtor will need in winter. Mr. Thames says ifthe Debtor is going to pay the prepetition amounts, it is wisefor the Debtor to negotiate the payment of a postpetition depositfor payment of the prepetition cure amount at the outset of thecase.

Accordingly, the Utilities ask the Court to overrule the objectionof the Official Committee of Unsecured Creditors to the UtilityMotion in its entirety.

Or in the alternative, if the Court sustains the Objection, theUtilities ask the Court to allow them to retain the prepetitionpayments until they reach a new agreement with the Debtor for theprovision of adequate assurance of payment. The Utilities alsoask the Court to set a hearing on what adequate assurance ofpayment should be provided to the Utilities.

(2) City of Warner Robins

The City of Warner Robins in Georgia furnishes natural gas, waterand sewer services to the Debtor's manufacturing facility inWarner Robins.

On Petition Date, the Debtor owed the City $1,125,623 for utilityservices provided in July 2005. The Debtor paid the sum onAug. 24, 2005.

David W. Steen, Esq., in Tampa, Florida, explains to the Courtthat, on average, the Debtor's Warner Robins plant consumes131,963 MMBtu's of natural gas per month. Natural gas prices areincreasing rapidly, and have risen from $7.76 per MMBtu in July2005 to $14.51 per MMBtu in October 2005.

Based on current gas prices, the City will charge $1,914,783 tothe Debtor for October 2005 for gas cost alone. The Debtor'stotal natural gas bill for October, inclusive of the City'sdistribution fee and sales tax, is $2,089,141.

The City did not seek a security deposit as permitted by theUtility Order. However, the City now asks from the Debtor a$4,178,281 security deposit, which is equal to two months'service. In addition, the City asserts that it is entitled toapply the Debtor's prior payment to its prepetition debt.

Mr. Steen tells the Court that the City could lose in excess of$5,000,000 if the Debtor defaults its security deposit andprepetition debt payment. The utility services would have beenalready provided to the Debtor, and the City would be withoutremedy.

A postpetition security deposit is particularly appropriate inthe Debtor's case since this is Anchor Glass' third attempt atreorganization. The City has sustained substantial losses in theprevious bankruptcies.

Also, the City asks the Court to overrule the Committee'sObjection.

(3) ACE

On behalf of Atlantic City Electric, formerly operating asConectiv Power Delivery, William Douglas White, Esq., at McCarthy& White PLLC, in McLean, Virginia, tells the Court that theCreditors Committee is attempting to undo the Debtor's paymentsby trying to brand the Utilities as "critical vendors" who seekfavored treatment to pay their prepetition debt in contraventionto allegedly applicable case law. Incredibly, the Committee nextseeks to deny the Utilities any postpetition deposits by relyingon outdated and non-binding authority from other jurisdictions.

It is disingenuous that the Committee would attempt to denysecurity to a class of administrative claimants, Mr. White says,when the Committee specifically secured its postpetition legalfees and expenses by obtaining a carve-out in the PostpetitionFinancing order.

While it seeks to leave the Utilities with no protection, Mr.White also notes that the Committee has chosen not to challengethe Debtor's other requests to pay the prepetition debts ofcertain creditors, including employee wage claims. The silenceof the Debtor in the face of the Committee's Objection puts theUtilities in the anomalous position of defending the Debtor's ownrequest.

Nowhere does the Committee's Objection deal with the fact thatthe Utility Order authorized the payments to Utilities as part oftheir right to adequate assurance under Section 366 of theBankruptcy Code, Mr. White contends. Under Section 366, theCourt is authorized to fashion relief in the form of adequateassurance based on the specific circumstances of the case.

Nor does the Committee dispute that the payments authorized bythe Order were to a distinct and narrowly defined class ofcreditors. Mr. White contends that the Utility Order did notapprove the wholesale payment of prepetition debts of the estatebut directed the payments as part of a statutory mandate foradequate assurance to providers of utility service.

Even if the parties bought into the Committee's "critical vendor"label, Mr. White says the Committee's Objection should still bedenied. Mr. White points out that the Committee's papers citemightily to authority outside the 11th Circuit and notcontrolling in the Middle District of Florida for the propositionthat the payments cannot be made.

(4) JEA

Richard R. Thames, Esq., at Stutsman & Thames PA, inJacksonville, Florida, points out that, as a utility provider,JEA is inherently at risk. JEA is statutorily compelled bySection 366 of the Bankruptcy Code to continue providingpostpetition service to Anchor Glass on an around-the-clockbasis. Its invoices are payable only after services have beendelivered and irreversibly consumed by Anchor Glass.

As permitted in the Utility Order, Anchor Glass has since paid$339,618 to JEA for services consumed by Anchor Glass within July2005.

JEA asks the Court to overrule the Committee's Objection.

Mr. Thames asserts that Anchor Glass is obligated under theDiscount Rate Contract and Section 365 to cure any prepetitiondefaults as a condition to assumption of the agreement.

Mr. Thames also notes that although the payment is permitted, JEAstill seeks further adequate assurance of future payment in theform of a postpetition security deposit given the risk factorsinvolved in the lengthy delay between consumption and billing andthe existence of superpriority liens in favor of Anchor Glass'secured lenders.

Mr. Thames also asserts that the Committee's request for thereturn of the payment is procedurally improper. The prepetitionpayment was authorized by the Court and is necessary as acondition to the assumption of the Discount Rate Contract.

(5) Georgia Power Company

Nina M. LaFleur, Esq., at Stutsman & Thames, in Jacksonville,Florida, informs the Court that the Debtor has paid $1,000,977 inprepetition debt owed to Georgia Power Company in twoinstallments -- $702,617 on August 16, 2005, and $298,360 onSeptember 30, 2005. The Debtor owes Georgia Power a prepetitiondebt of $1,001,614.

Georgia Power is seeking a two-month postpetition deposit equalto $958,785.

Georgia Power asks the Court to deny the Committee's Objection inits entirety. In the alternative, Georgia Power seeks permissionto retain the prepetition amounts paid by the Debtor until theparties reach a new agreement for the provision of adequateassurance of payment.

(6) Geary Energy

Geary Energy LLC informs Judge Paskay that under a negotiatedagreement with the Debtor, it purchases natural gas rights andfurnishes natural gas to the Debtor. The Debtor paid Geary'sprepetition claim after the Petition Date, which, presumably, waspursuant to the Utility Motion filed by the Debtor to prohibitGeary's discontinuance of utility service.

Geary opposes the position of the Committee, which seeks a returnof postpetition payments for any prepetition liability, as itmight apply to Geary. To the extent that the Utility Motion andthe Committee's objection affects its rights, Geary says it wouldseek to retain payments received postpetition "as payments underan executory contract pursuant to Section 365 or as adequateassurance for future performance by the Debtor for utilityservice."

Debtor & Committee Settle Issue with South Jersey

South Jersey Industries, Inc., through its subsidiaries SouthJersey Gas Company and South Jersey Energy, Inc., suppliesnatural gas for use in the Debtor's manufacturing process in itsglass container manufacturing facility in Salem, New Jersey.

As of the Petition Date, the amount owed by the Debtor to SouthJersey on account of South Jersey's July 2005 invoice was$614,389. In addition, the prorated amount due to South Jerseyfor the first seven days of August 2005 was $319,901.

Pursuant to the Utility Order, the Debtor paid the Claims toSouth Jersey. In return, South Jersey agreed not to require adeposit or otherwise litigate issues relating to their rightsunder Section 366 or other provisions of the Bankruptcy Code. Inparticular, South Jersey agreed not to require deposits or othersecurity upon renewal of the Contract, which is scheduled toexpire on November 30, 2005.

After arm's-length negotiations, the Debtor and the CreditorsCommittee agree that South Jersey need not file a response to theObjection.

In an Agreed Order, Judge Paskay approves the Debtor's requestwith respect to South Jersey. The Debtor's payment of $931,291for the Claims is ratified and approved.

Judge Paskay directs South Jersey to continue providingpostpetition services to the Debtor without any bond, securitydeposit or other protection other than an administrative priorityclaim for any unpaid postpetition amounts. The Contract betweenthe Debtor and South Jersey scheduled to expire on Nov. 30, 2005will be renewed for a period of at least one year uponsubstantially the same terms and conditions.

South Jersey is also directed to transfer $97,454 to an escrow ortrust account to be designated in writing by the Committee. Thesole beneficiaries of the Escrow Account will be, on the onehand, (a) the general unsecured creditors of the Debtor,including any allowed general unsecured claims of South Jersey,to the extent of their allowed general unsecured claims and, onthe other hand, (b) South Jersey.

South Jersey will have an allowed general unsecured claim for$97,454. However, if the funds in the Escrow Account are notused for distributions to holders of general unsecured claims andinstead the funds are transferred to South Jersey, thetransferred funds will be deemed to satisfy South Jersey'sallowed general unsecured claim

Debtor & Committee Settle Issue with Warner-Robins

In an Agreed Order, Judge Paskay approves the Debtor's $1,173,462prepetition payment to Warner-Robins. Warner-Robins willcontinue to provide postpetition services to the Debtor withoutany bond, security deposit or other protection other than anadministrative priority claim for any unpaid postpetitionamounts.

The Court directs Warner-Robins to transfer $293,366 to an escrowaccount designated in writing by the Committee. The solebeneficiaries of the account will be the general unsecuredcreditors, on the one hand, and Warner-Robins, on the other.

The Court rules that Warner-Robins will retain $762,750 for itsprepetition claims. Warner-Robins will hold another $117,346 assecurity deposit for its prepetition extension of the Debtor'scredit. The Security Deposit will continue to be property of theestate and may be applied by Warner-Robins to any postpetitioninvoices in the event of default by the Debtor. The SecurityDeposit will be subject to further treatment under any plan ofreorganization by the Debtor.

Further, the Court rules that Warner-Robins will have an allowedgeneral unsecured claim for $410,712, which will not be subjectto objection by any interested party and will be treated as suchin any Chapter 11 plan or Chapter 7 case. The Court directsWarner-Robins to file a proof of claim evidencing its allowedgeneral unsecured claim.

In the event the Debtor elects to assume any executory contractwith Warner-Robins in accordance with Section 365 of theBankruptcy Code, the cure amount will be deemed equal to $880,097and will be deemed to have been satisfied through Warner-Robins'retention of the Security Deposit, and the $762,750. In thisevent, Warner-Robins' allowed general unsecured claim would bereduced to $293,366. Warner-Robins retains full reservation ofrights to object to assumption or rejection of any executorycontract with the Debtor.

In the event of a postpetition default by the Debtor, Warner-Robins is entitled to seek any appropriate relief, including thediscontinuance of service to the Debtor.

Court Rules on ACE's Reconsideration Motion

Judge Paskay vacates the provisions in the Utility Orderrestricting the alteration, refusal or discontinuance ofpostpetition utility service in accordance with applicable non-bankruptcy rules, regulations and tariffs as to Atlantic CityElectric. The Court will hold an evidentiary hearing to considerACE's request for additional adequate assurance in the form of adeposit or other security.

Headquartered in Tampa, Florida, Anchor Glass ContainerCorporation is the third-largest manufacturer of glass containersin the United States. Anchor manufactures a diverse line of flint(clear), amber, green and other colored glass containers for thebeer, beverage, food, liquor and flavored alcoholic beveragemarkets. The Company filed for chapter 11 protection on Aug. 8,2005 (Bankr. M.D. Fla. Case No. 05-15606). Robert A. Soriano,Esq., at Carlton Fields PA, represents the Debtor in itsrestructuring efforts. When the Debtor filed for protectionfrom its creditors, it listed $661.5 million in assets and$666.6 million in debts.(Anchor Glass Bankruptcy News, Issue No.12; Bankruptcy Creditors' Service, Inc., 215/945-7000)

ANCHOR GLASS: Anchor Glass Responds to RTS Payment Request----------------------------------------------------------Kathleen S. McLeroy, Esq., at Carlton Fields PA, in Tampa,Florida, on behalf of Anchor Glass Container Corp., tells the U.S.Bankruptcy Court for the Middle District of Florida that RTSPackaging LLC's demand for the return of goods did notsufficiently identify the goods. Any goods allegedly subject toRTS Packaging's demand were not reasonably identifiable at thetime of the demand. Also, any goods allegedly subject to RTSPackaging's demand were not in the Debtor's possession at time ofthe demand.

Any claim that RTS Packaging may have is subject to the rights ofgood faith purchasers or the holders of perfected securityinterests, Ms. McLeroy further argues.

As reported in the Troubled Company Reporter on Sept. 20, 2005,RTS Packaging asked the Bankruptcy Court to affirm its right toreclamation and grant a replacement lien with respect to certaingoods ordered by the Debtor. Alternatively, RTS Packaging asksthe Court to direct the Debtor to immediately pay $160,304 as anexpense of administration to RTS.

Headquartered in Tampa, Florida, Anchor Glass ContainerCorporation is the third-largest manufacturer of glass containersin the United States. Anchor manufactures a diverse line of flint(clear), amber, green and other colored glass containers for thebeer, beverage, food, liquor and flavored alcoholic beveragemarkets. The Company filed for chapter 11 protection on Aug. 8,2005 (Bankr. M.D. Fla. Case No. 05-15606). Robert A. Soriano,Esq., at Carlton Fields PA, represents the Debtor in itsrestructuring efforts. When the Debtor filed for protectionfrom its creditors, it listed $661.5 million in assets and$666.6 million in debts.(Anchor Glass Bankruptcy News, Issue No.12; Bankruptcy Creditors' Service, Inc., 215/945-7000)

The Ad Hoc Committee has received verbal confirmation from theReorganizing Debtors that the comments are acceptable andmodifications to the Disclosure Statement and the Plan will bemade accordingly.

While it has no reason to believe that the issues will not beresolved in time for the scheduled hearing on the DisclosureStatement, the AD Hoc Committee reserves its rights to object at alater date should its concerns not be sufficiently addressed.

The Ad Hoc Committee is comprised of certain holders of Class Acertificates issued pursuant to the Debtors' 1996-1 and 1997-1Enhanced Equipment Trust Certificate programs. The 1996 and 1997EETCs financed the purchase of five Boeing 757-23N aircraft andassociated aircraft engines to be used in the Debtors' businesses.The Class A Certificates were issued by certain pass throughtrusts which are the holders of notes issued by certain truststhat lease the Aircraft and the Aircraft Engines to theDebtors.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATAHoldings Corp. -- http://www.ata.com/-- is the nation's 10th largest passenger carrier (based on revenue passenger miles) andone of the nation's largest low-fare carriers. ATA has one of theyoungest, most fuel-efficient fleets among the major carriers,featuring the new Boeing 737-800 and 757-300 aircraft. Theairline operates significant scheduled service from Chicago-Midway, Hawaii, Indianapolis, New York and San Francisco to over40 business and vacation destinations. Stock of parent company,ATA Holdings Corp., is traded on the Nasdaq Stock Exchange. TheCompany and its debtor-affiliates filed for chapter 11 protectionon Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868through 04-19874). Terry E. Hall, Esq., at Baker & Daniels,represents the Debtors in their restructuring efforts. When theDebtors filed for protection from their creditors, they listed$745,159,000 in total assets and $940,521,000 in total debts.(ATA Airlines Bankruptcy News, Issue No. 40; Bankruptcy Creditors'Service, Inc., 215/945-7000)

AMR had asked for prompt payment of $5,399,746 in administrativeexpense claims in connection with the leases of six Saab Model340B aircraft.

Jeffrey C. Nelson, Esq., at Bakers & Daniels LLP in Indianapolis,Indiana, explains that treating AMR's asserted claim for quarterlyrent that came due under the Leases on March 30, 2005, as anadministrative expense claim even though the Aircraft werereturned just a few days later, would provide AMR an unwarrantedwindfall.

AMR also has no claim, as an administrative expense or otherwise,based on the failure to maintain the Engines pursuant to an ECMPProgram because the Debtors were under no obligation to maintainthe Engines under the Program.

AMR has also asserted an administrative expense claim for failureto discharge liens on two Engines in an amount that is nearlytwice the amount that it would cost to purchase two unencumberedreplacement engines. However, AMR has failed to provide anyexplanation for why it is entitled to an administrative expenseclaim significantly in excess of the value of unencumberedreplacement engines, Mr. Nelson points out.

AMR is attempting to convert ordinary rejection damages arisingfrom the Debtors' alleged failure to return the Aircraft in thecondition specified in the Leases into administrative expenseclaims. Assuming ATA Airlines did in fact fail to return theAircraft in the required condition, any damages stemming from thatfailure are not entitled to priority as administrative expenseclaims, Mr. Nelson asserts.

The Official Committee of Unsecured Creditors supports theDebtors' objection to AMR's request.

As reported in the Troubled Company Reporter on June 22, 2005, AMRLeasing Corporation asked the U.S. Bankruptcy Court for theSouthern District of Indiana to direct ATA Airlines, Inc., and itsdebtor-affiliates to pay administrative expenses aggregating to$5,399,746 as damages for their failure to perform obligationsthat became due during the terms of the leases.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATAHoldings Corp. -- http://www.ata.com/-- is the nation's 10th largest passenger carrier (based on revenue passenger miles) andone of the nation's largest low-fare carriers. ATA has one of theyoungest, most fuel-efficient fleets among the major carriers,featuring the new Boeing 737-800 and 757-300 aircraft. Theairline operates significant scheduled service from Chicago-Midway, Hawaii, Indianapolis, New York and San Francisco to over40 business and vacation destinations. Stock of parent company,ATA Holdings Corp., is traded on the Nasdaq Stock Exchange. TheCompany and its debtor-affiliates filed for chapter 11 protectionon Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868through 04-19874). Terry E. Hall, Esq., at Baker & Daniels,represents the Debtors in their restructuring efforts. When theDebtors filed for protection from their creditors, they listed$745,159,000 in total assets and $940,521,000 in total debts.(ATA Airlines Bankruptcy News, Issue No. 40; Bankruptcy Creditors'Service, Inc., 215/945-7000)

ATKINS NUTRITIONALS: Bankr. Court Approves Disclosure Statement---------------------------------------------------------------The U.S. Bankruptcy Court for the Southern District of New Yorkapproved the disclosure statement explaining Atkins Nutritionals,Inc.'s amended plan of reorganization on Nov. 17, 2005. Thecompany's lenders and unsecured creditors support therestructuring and a plan confirmation hearing has been scheduledfor Dec. 21, 2005.

"We are pleased to have quickly reached this milestone and withsuch strong support from our major customers, suppliers andlenders," said Mark S. Rodriguez, President and Chief ExecutiveOfficer of ANI. "This event is another key achievement in ANI'srestructuring process, which will conclude in the weeks ahead. Weexpect to have the plan confirmed by the end of 2005, andsubsequently emerge from bankruptcy as a stronger, faster and moreflexible company."

A new ANI management team has implemented a fundamental change instrategy to dramatically improve ANI's financial performance. ANIhas transitioned into a functional food marketer -- offeringgreat-tasting, nutritionally superior Atkins Advantage bars andready-to-drink shakes to the broad adult population of active menand women seeking to improve their overall health and wellness.This is a shift from ANI's previous strategy of educatingconsumers about the benefits of a controlled-carbohydrate diet.

To support its new focus on portable, convenient and nutritiousfood products, ANI has optimized its supply chain, simplified itsbusiness systems and is strengthening its consumer and customerrelationships. In the past six months, ANI has streamlined itsofferings to focus on the successful Atkins Advantage line ofnutrition bars and shakes, which are packed with essentialnutrients -- high protein, fiber, vitamins, minerals, low sugarand no trans fats. ANI has also improved the taste, freshness andoverall quality of its products.

"The new Atkins Advantage line represents an uncompromisingcommitment to quality, nutrition and taste, and will be embracedby consumers making smart food choices," continued Mr. Rodriguez."Our new line of Advantage Caramel Cookie Dough Bars and CaramelFudge Brownie Bars is simply the first example of this newmission."

Amended Plan

As previously reported, the Amended Plan provides for arestructuring of the Debtors' financial obligations that willresult in a significant deleveraging of the Debtors and adownsized operation to better meet reduced market demand.

On the Effective Date of the Plan, Reorganized Atkins Holdings isauthorized to issue the New Common Stock without the need for anyfurther corporate action and without any further action by holdersof Claims or Equity Interests.

The New Common Stock, which will be subject to dilution by the NewManagement Interests, will consist of 15 million authorized sharesof Reorganized Atkins Holdings, 10 million of which will be issuedand distributed to the holders of Allowed First Lien Claims andAllowed Second Lien Claims pursuant to Article IV of the Plan.

The remainder of the authorized New Common Stock will be reservedfor future purposes, as determined by the Board of ReorganizedAtkins Holdings, consistent with its New Organizational Documents.

Treatment of Claims and Interests

The Plan groups claims and interests into six classes.

Impaired claims consist of:

1) First Lien Claims, totaling approximately $216.4 million will receive the Ratable Proportion of the New Tranche A Senior Notes and 8,400,000 shares of the New Common Stock;

2) Second Lien Claims, totaling approximately $18 million will receive the Ratable Proportion of 1,600,000 shares of the New Common Stock and the New CVR Interests pursuant to the New CVR Agreement executed by the New CVR Agent;

3) General Unsecured Claims, totaling approximately $91 million will not receive or retain any property or interest in property on account of those Claims; and

4) Old Equity Interests will be cancelled and the holders of Old Equity Interests will not receive or retain any property or interest in property on account of those Interests.

Unimpaired claims consist of:

1) Priority Non-Tax Claims, totaling approximately $40,000 will be paid in full, in cash with post-petition interest; and

2) Other Secured Claims, totaling approximately $718,000 and at the sole option of the Debtors after consultation with the Pre-Petition Agent or the Reorganized Debtors will be:

a) reinstated or be paid in full in cash, together with post-petition interest, or

b) satisfied by the surrender of the underlying collateral or otherwise rendered unimpaired in accordance with Section 1124 of the Bankruptcy Code, or

c) accorded other appropriate treatment, including deferred cash payments as consistent with Section 1129(b) of the Bankruptcy Code, or

d) paid on other terms as the Debtors and the holders of of Other Secured Claims may agree upon.

A full-text copy of the Disclosure Statement and Amended JointPlan is available for a fee at:

Headquartered in New York, New York, Atkins Nutritionals, Inc.-- http://atkins.com/-- sells nutritional supplements under the Atkins Advantage brand to fit the needs of all healthy, activelifestyles. The Company, along with Atkins Nutritionals Holdings,Inc., Atkins Nutritionals Holdings II, Inc., and AtkinsNutritionals (Canada) Limited, filed for chapter 11 protection onJuly 31, 2005 (Bankr. S.D.N.Y. Case No. 05-15913). Marcia L.Goldstein, Esq., at Weil Gotshal & Manges LLP, represents theDebtors in the United States, while lawyers at Osler, Hoskin &Harcourt, LLP, represent the Debtors in Canada. As of May 28,2005, they listed $265.6 million in total assets and $323.2million in total debts.

ATSI COMMS: Posts $2.2 Million Net Loss in Fiscal Year 2005-----------------------------------------------------------ATSI Communications, Inc., delivered its annual report on Form10-K for the fiscal year ending July 31, 2005, to the Securitiesand Exchange Commission on Nov. 2, 2005

Consolidated operating revenues increased by 379% between periodsfrom $1.3 million for the year ended July 31, 2004, to $6 millionfor the year ended July 31, 2005.

Operating losses from continuing operations were approximately$2,224,000 and $8,485,000, for the years ending July 31, 2005, and2004, respectively. For the year ended July 31, 2005, the Companyreported a net income of $9,587,000 and has a stockholders deficitas of July 31, 2005, of approximately $5.8 million. Additionally,the company had a working capital deficit of approximately$5,428,000 at July 31, 2005.

As of July 31, 2005, the Company's balance sheet shows $381,000 intotal assets and $6.2 million in total debts.

Going Concern Doubt

The company incurred a recurring net losses from operations of$2,224,000 and $8,485,000 in fiscal 2005 and 2004, respectively,has an accumulated deficit of $78 million. These conditionscreate substantial doubt as to ATSI's ability to continue as agoing concern. Management will continue to pursue financings thatmay include raising additional capital through sale of commonstock, preferred stock, or warrants. The financial statements donot include any adjustments that might be necessary if ATSI isunable to continue as a going concern.

ATSI Communications filed for Chapter 11 protection on February 4,2003 in the U.S. Bankruptcy Court for the Western District ofTexas (San Antonio) (Lead Bankr. Case No. 03-50753). Martin WarrenSeidler, Esq., represents the Debtors in these cases. At the timeof filing, the Debtors listed estimated assets of between $10 and$50 Million and estimated debts of between $1 and $10 Million.

BLUE BEAR: Holland & Hart Approved as Bankruptcy Counsel--------------------------------------------------------The Official Committee of Unsecured Creditors of Blue BearFunding, LLC, sought and obtained authority from the U.S.Bankruptcy Court for the District of Colorado to employ Holland &Hart LLP as its general bankruptcy counsel.

Holland & Hart will:

(a) advise the Committee regarding its rights, duties and responsibilities;

(b) advise the Committee regarding various motions and other pleadings filed;

(c) conduct factual and legal inquiries into matters as determined by the Committee;

(d) advise the Committee regarding any plan of reorganization proposed by the Debtor, and possible alternatives to such a plan; and

Official creditors' committees have the right to employ legal andaccounting professionals and financial advisors, at the Debtors'expense. They may investigate the Debtors' business and financialaffairs. Importantly, official committees serve as fiduciaries tothe general population of creditors they represent. Thosecommittees will also attempt to negotiate the terms of aconsensual chapter 11 plan -- almost always subject to the termsof strict confidentiality agreements with the Debtors and othercore parties-in-interest. If negotiations break down, theCommittee may ask the Bankruptcy Court to replace management withan independent trustee. If the Committee concludes reorganizationof the Debtors is impossible, the Committee will urge theBankruptcy Court to convert the Chapter 11 cases to a liquidationproceeding.

CABOODLES LLC: Hires Harris Shelton as Bankruptcy Counsel---------------------------------------------------------Caboodles LLC sought and obtained authority from the U.S.Bankruptcy Court for the Western District of Tennessee to employHarris Shelton Hanover Walsh, PLLC, as its counsel.

Harris Shelton will:

a. advise the Debtor with respect to its powers and duties as Debtor-in-Possession in the continued operation of its business and management of its property;

b. assist the Debtor in the preparation of its statement of financial affairs, schedules, statement of executory contracts and unexpired leases, and any papers or pleadings, or any amendments thereto that the Debtor is required to file in these cases;

c. represent the Debtor in any proceeding that is instituted to reclaim property or obtain relief from the automatic stay imposed by Section 362 of the Bankruptcy Code or that seeks the turnover or recovery of property;

e. provide assistance, advice and representation concerning any investigation of the assets, liabilities and financial condition of the Debtor that may be required;

f. represent Debtor at hearings or matters pertaining to affairs as Debtor-In-Possession;

g. prosecute and defend litigation matters and such other matters that might arise during and related to these Chapter 11 cases;

h. provide counseling and representation with respect to the assumption or rejection of executory contracts and leases and other bankruptcy-related matters arising from these cases other than as set forth below;

i. represent the Debtor in matters that may arise in connection with its business operations, its financial and legal affairs, its dealings with creditors and other parties-in-interest and any other matters, which may arise during the bankruptcy case;

j. render advice with respect to the myriad of general corporate and litigation issues relating to these cases, including, but not limited to, health care, real estate, ERISA, securities, corporate finance, tax and commercial matters; and assisting Debtor in connection with any necessary application, orders, reports or other legal papers and to appear on behalf of the Debtor in proceedings instituted by or against the Debtor; and

k. perform such other legal services as may be necessary and appropriate for the efficient and economical administration of these Chapter 11 cases.

Steven N. Douglass, Esq., member at Harris Shelton, tells theCourt that he will bill $225 per hour for his services. Mr.Douglass discloses that the Firm's other professionals who will beinvolved in the Debtor's case will bill:

The Debtor tells the Court that it has provided Harris Shelton a$10,830 retainer as security for its work in relation to thebankruptcy proceedings and has agreed to fund an additional$20,000 post-petition.

Mr. Douglass assures the Court that the Firm is a "disinterestedperson" as that term is defined in Section 101(14) of theBankruptcy Code.

CABOODLES LLC: U.S. Trustee Appoints 3-Member Creditors Panel--------------------------------------------------------------The United States Trustee for Region 8 appointed three creditorsto serve on the Official Committee of Unsecured Creditors inCaboodles, LLC's chapter 11 case:

Official creditors' committees have the right to employ legal andaccounting professionals and financial advisors, at the Debtors'expense. They may investigate the Debtors' business and financialaffairs. Importantly, official committees serve as fiduciaries tothe general population of creditors they represent. Thosecommittees will also attempt to negotiate the terms of aconsensual chapter 11 plan -- almost always subject to the termsof strict confidentiality agreements with the Debtors and othercore parties-in-interest. If negotiations break down, theCommittee may ask the Bankruptcy Court to replace management withan independent trustee. If the Committee concludes reorganizationof the Debtors is impossible, the Committee will urge theBankruptcy Court to convert the Chapter 11 cases to a liquidationproceeding.

CABOODLES LLC: Files Schedules of Assets and Liabilities--------------------------------------------------------Caboodles, LLC, delivered its Schedules of Assets and Liabilitiesto the U.S. Bankruptcy Court for the Western District ofTennessee, disclosing:

CATHOLIC CHURCH: Portland Files Plan & Disclosure Statement-----------------------------------------------------------On Nov. 15, 2005, the Archdiocese of Portland submitted its Planof Reorganization to the Bankruptcy Court for the District ofOregon. The Archdiocese filed a voluntary petition under Chapter11 of the Bankruptcy Code on July 6, 2004. The Plan allows theArchdiocese to reorganize its financial affairs in such a mannerthat the Archdiocese may "fairly, justly and equitably compensatevictims of sexual abuse by clergy and others associated with theArchdiocese while, allowing the Archdiocese to continue itsministry and mission and attempt to finally bring healing tovictims and others affected by past acts of sexual abuse committeeby clergy and others."

Archbishop John G. Vlazny said:

"Our plan of reorganization is one that provides for fair and justcompensation to victims who have been sexually abused, providesfor payment of future claims, and meets the other financialobligations of the Archdiocese. As I have said before, with thehelp of insurance funds, loans that were not possible beforebankruptcy, and whatever financial support might be forthcomingfrom friends of the Archdiocese in the form of gifts or loans, weintend to pay our debts and emerge from bankruptcy. We believeour plan is fair both to victims and to the 396,000 Catholics ofwestern Oregon and the many, many people who benefit from thevarious ministries of the Archdiocese of Portland."

Tom Stilley, bankruptcy attorney for the Archdiocese, noted thefollowing advantages of the plan:

"The plan will permit tort claims that have been settled, or thatare settled between now and confirmation of the plan, to be paidin full promptly upon confirmation of the plan.

"The plan provides for resolution of unsettled tort claims througha Claims Resolution Facility which will be under the jurisdictionof the United States District Court. For those claims, whichcannot be settled, the claimants will have the opportunity to trytheir claims to a jury in the District Court. The BankruptcyCourt will estimate the amount that will need to be made availablein the Facility to pay unsettled tort claims. The Archdiocese hasfiled a separate motion setting forth a method and procedure itbelieves the court should follow in making this estimation. Ifthe Court follows the Archdiocese's recommendation, approximately$42 million will be made available for payment of presently knowntort claims. Additional amounts will be made available to pay allother claims."

Stilley continued:

"We believe this plan satisfies the requirements of theBankruptcy Code in that it is feasible from an economicstandpoint, and it is in the best interest of creditors,parishioners, and persons served by the Catholic Church in westernOregon. It provides the best opportunity for the claimants toreceive compensation for their claims without delay.

"The plan confirmation process requires that the BankruptcyCourt first approve a disclosure statement which provides adequateinformation to allow creditors to make a decision whether to votein favor of the plan. Once the disclosure statement is approved,it will be mailed with copies of the plan and a ballot to allknown creditors. Once the ballots are received and tabulated, theCourt will hold a hearing on confirmation of the plan."

Archbishop Vlazny stated further, "We pray that these proceedingscan be brought to a fair and just conclusion. Our plan ofreorganization seeks to do just that. And I am personally verysorry if anything I have ever said or done would lead anyone tothink otherwise. Our people truly want justice for all."

The Bankruptcy Court has yet to scheduled a hearing to considerapproval of Portland's Disclosure Statement.

The Archdiocese of Portland in Oregon filed for chapter 11protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.Thomas W. Stilley, Esq., and William N. Stiles, Esq., at SussmanShank LLP, represent the Portland Archdiocese in its restructuringefforts. In its Schedules of Assets and Liabilities filed withthe Court on July 30, 2004, the Portland Archdiocese reports$19,251,558 in assets and $373,015,566 in liabilities. (CatholicChurch Bankruptcy News, Issue No. 46; Bankruptcy Creditors'Service, Inc., 215/945-7000)

CATHOLIC CHURCH: Overview & Summary of Portland's Chapter 11 Plan-----------------------------------------------------------------The Archdiocese of Portland in Oregon delivered its plan ofreorganization and an accompanying Disclosure Statement explainingthe Plan to the U.S. Bankruptcy Court for the District of Oregonon Nov. 15, 2005.

According to Most Rev. John G. Vlazny, the Archbishop of theArchdiocese of Portland, the Plan provides:

-- for the reorganized Archdiocese to provide funds in an amount that the Court determines will be sufficient to pay all Claims in full, based on the settled or agreed amount of the Claims resolved prior to the effective date of the Plan; and

-- for those Claims that have not been resolved prior to the Effective Date, for the Court to estimate the amount, which is likely to be awarded for the Claims through later settlements, arbitrations, or trials.

The Plan also provides for the establishment of a ClaimsResolution Facility on the Effective Date -- Archdiocese ofPortland Claims Resolution Facility, Inc. -- to assume liabilityfor, and to resolve and pay, all Unresolved Tort Claims, includingFuture Claims.

The Reorganized Debtor will fund the Claims Resolution Facility.The funds will be held in a Depository Trust. All assets,including but not limited to cash and investments, of the ClaimsResolution Facility will be held, invested, and disbursed by aDepository Trustee.

The Claims Resolution Facility will:

* oversee and provide directions to the Depository Trustee for the collection, investment, and distribution of funds for the benefit of Tort Claimants;

* pay the costs and expenses of the Claims Resolution Facility; and

* fulfill all other obligations required of the Claims Resolution Facility.

Insurance Recoveries

Under the Plan, the Reorganized Debtor will be entitled, in itssole discretion, to pursue or not pursue its insurance claimsagainst certain insurance companies, and upon resolution of theInsurance Claims, to receive for its sole benefit any and allinsurance recoveries paid by the Insurance Companies.

To resolve any question regarding a Claimant's right to assert aclaim against or interests in amounts paid or payable by anyInsurance Company, Portland will seek, as part of theConfirmation Order or pursuant to an adversary proceeding, adetermination that the Debtor's rights and interests in theamounts paid or payable by all Insurance Companies are superior tothe competing Claims of all Claimants.

Consequently, if the Debtor is successful, Archbishop Vlazny saysthe Confirmation Order or another order or judgment will disallowany competing claims to amounts paid or to be paid by theInsurance Companies pursuant to settlement agreements orlitigation between the Debtor and the Insurance Companies.

Discharge

On the Effective Date, Portland will be discharged, and itsliability will be extinguished completely, from all Claims andDebts, including, all interest on any the Claims and Debts, aswell as all Claims and Debts based on or arising out of ChildAbuse or Sexual Misconduct, and from any liability of the kindspecified in Sections 502(g), 502(h), and 502(i) of theBankruptcy Code.

Post-Confirmation Management

The Plan provides that the administration of the ReorganizedDebtor will continue as before confirmation with the Archbishopbeing the sole director of the Reorganized Debtor. TheArchbishop's compensation will include:

-- an annual salary, currently at $24,573;

-- health insurance;

-- retiree benefits;

-- the use of a car;

-- the use of a home; and

-- reimbursement of expenses incurred while performing his duties as Archbishop.

The Reorganized Debtor, with due regard for its rights andobligations under Canon Law and those of others under the law,will have the right to alter the organization and structure ofentities associated with the Archdiocese, including the right to:

* separately incorporate the Reorganized Debtor and each of the Parishes and High Schools;

* establish endowments and trusts; and

* transfer property between any existing or newly created entities.

However, the Reorganized Debtor's actions will not diminish itsability or obligation to make the payments required under thePlan or Claims Resolution Facility Agreement, nor the ClaimsResolution Facility's rights or ability to collect the paymentsrequired of the Reorganized Debtor, including the right to draw onthe letters credit, or exercise its rights under any otherdocuments securing the Reorganized Debtor's obligations to theClaims Resolution Facility.

Feasibility

The Bankruptcy Code requires, as a condition to confirmation, thatthe Bankruptcy Court find that liquidation of the Archdiocese orthe need for future reorganization is not likely to follow afterconfirmation.

Thomas W. Stilley, Esq., at Sussman Shank LLP, informs JudgePerris that the Archdiocese has prepared a 15-year projection -- from fiscal year 2005 to 2006 until fiscal year 2019 to 2020 -- for the funding of the Claims Resolution Facility and the paymentof Claims together with the cash flow from the Archdiocese'soperations and from loans, which the Archdiocese will secure tofund payments under the Plan.

Based on its projections, the Archdiocese believes that it will beable to fund the payments required by the Plan on the EffectiveDate, and the Reorganized Debtor will be able to make all paymentsrequired to be made pursuant to the Plan after the Effective Date.

Best Interest Test & Liquidation Analysis

Under Section 1129(a)(7) of the Bankruptcy Code, the Plan mustprovide that Creditors receive as much under the Plan as theywould receive in a Chapter 7 liquidation of the Archdiocese.

Either prior to or as part of the confirmation hearing, Portlandwill ask the Court to estimate the aggregate amount necessary topay all Claims in full, including all Unresolved Tort Claims. Ifthe Court determines that the amount being provided under thePlan will be sufficient to pay the aggregate allowed amount of allClaims in full -- as determined by the Court's estimate -- Portland believes the requirement that the Plan provide creditorswith as much as they would receive in a Chapter 7 liquidation ofits assets will have been satisfied. This is because in Chapter7 creditors can be paid no more than the allowed amount of theirClaims, Mr. Stilley says.

Alternatives to the Plan

If the Plan is not confirmed, Mr. Stilley tells Judge Perris,these events could occur:

(1) Portland could propose another plan providing for different treatment of certain Creditors;

(2) Portland and the Tort Claimants Committee could continue to litigate over the availability of Parish property and funds to pay Claims and, upon resolution of that litigation, including all appeals, Portland could propose a new plan which takes into consideration that ruling;

(3) A creditor or other interested party could propose a competing plan; or

(4) The Bankruptcy Court could dismiss the Reorganization Case if no party is able to confirm a plan in a reasonable period of time.

Portland believes that any alternative requiring resolution of thedispute over the availability of Parish and school property to payClaims will result in significant delay in the payment of Claimsthat have been settled or otherwise resolved and is not in thebest interest of creditors, the Archdiocese, the Parishes, theparishioners, and other interested parties.

The Archdiocese anticipates that regardless of who were to prevailin that litigation, the other side will appeal that decision andit could be years before the issue is ultimately resolved in theappellate courts.

The Archdiocese, therefore, recommends that all Creditors who areentitled to vote, to vote to accept the Plan. The Archdiocesebelieves the Plan provides the best alternative to resolve and payClaims as soon as possible, and is in the best interest of allcreditors and other interested parties.

The Archdiocese of Portland in Oregon filed for chapter 11protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.Thomas W. Stilley, Esq., and William N. Stiles, Esq., at SussmanShank LLP, represent the Portland Archdiocese in its restructuringefforts. In its Schedules of Assets and Liabilities filed withthe Court on July 30, 2004, the Portland Archdiocese reports$19,251,558 in assets and $373,015,566 in liabilities. (CatholicChurch Bankruptcy News, Issue No. 46; Bankruptcy Creditors'Service, Inc., 215/945-7000)

The Company had net income of $123 million for the three monthsended Sept. 30, 2005. Charter Communications incurred net loss of$534 million for the nine months ended Sept. 30, 2005 and$3.5 billion and $4.1 billion for the three and nine months endedSept. 30, 2004, respectively. The Company's net cash flows fromoperating activities were $121 million and $353 million for thenine months ended Sept. 30, 2005 and 2004, respectively.

The Company has a significant level of debt. The Company's long-term financing as of Sept. 30, 2005 consists of $5.5 billion ofcredit facility debt and $12.7 billion accreted value of high-yield notes. For the remainder of 2005, $7 million of theCompany's debt matures, and in 2006, an additional $30 million ofthe Company's debt matures. In 2007 and beyond, significantadditional amounts will become due under the Company's remaininglong-term debt obligations.

For the nine months ended September 30, 2005, the Companygenerated $121 million of net cash flows from operatingactivities, after paying cash interest of $1.1 billion. Inaddition, the Company used approximately $815 million forpurchases of property, plant and equipment. Finally, the Companyhad net cash flows from financing activities of $78 million.

At Sept. 30, 2005, the Company's balance sheet shows$16.28 billion in total assets and $1.16 billion in total debts.As of Sept. 30, 2005, the Company's equity deficit widened to$4.29 billion from a $3.71 billion deficit at Dec. 31, 2004.

Charter Communications Holdings, LLC, is a holding company whoseprincipal assets as of September 30, 2005 are equity interests inits operating subsidiaries. Charter Holdings is a subsidiaryholding company of cable TV system operator Charter CommunicationsInc. (Charter; CCC+/Negative/B-3)

At the same time, Standard & Poor's affirmed its 'BB' corporatecredit and 'B+' senior subordinated debt ratings on the Princeton,New Jersey-based consumer products company. About $650 million ofdebt is affected by these actions.

"The rating action is based on Church & Dwight's significant paydown of its bank facility over the past year and a half, primarilythrough free cash flow generation," said Standard & Poor's creditanalyst Patrick Jeffrey.

The bank loan that had about $540 million outstanding in mid-2004now has about $300 million outstanding. As a result, the '1'recovery rating indicates that Standard & Poor's has a highexpectation of full recovery of principal for the company's bankfacility in the event of a default.

In addition, Standard & Poor's believes the senior unsecured debtholders are less disadvantaged as a result of the significantlyreduced secured debt.

COLUMBUS MCKINNON: Raises $56 Million from Common Stock Sale------------------------------------------------------------Columbus McKinnon Corporation (Nasdaq: CMCO) completed itspreviously disclosed offering of 3,350,000 shares of common stockat $20 per share. The offering consisted of 3,000,000 new sharessold by Columbus McKinnon and 350,000 existing shares sold by aselling shareholder.

Net proceeds to Columbus McKinnon from the offering wereapproximately $56 million after payment of underwriting discounts,commissions and estimated offering expenses. The net proceedswill be used to redeem approximately $40.25 million of itsoutstanding 10% senior secured notes and for general corporatepurposes, including additional debt repayment, investments andacquisitions. Columbus McKinnon will not receive any of theproceeds from the 350,000 shares sold by the selling shareholder.In addition to the shares already sold, the underwriters may alsopurchase up to an additional 450,000 new shares from ColumbusMcKinnon by Dec. 7, 2005, to cover over-allotments.

As reported in the Troubled Company Reporter on Oct. 31, 2005,Standard & Poor's Ratings Services placed its 'B' corporate creditrating and other ratings on Columbus McKinnon Corp. on CreditWatchwith positive implications, citing the company's announcement thatit has filed a registration statement for a public equity offeringof 3.4 million shares.

The Amherst, New York-based material-handling company ColumbusMcKinnon had approximately $280 million in debt on the balancesheet at Oct. 2, 2005.

At the same time, S&P raised its senior secured debt ratings onthe company to 'B' from 'B-' and its subordinated debt rating to'B-' from 'CCC+'. All ratings were removed from CreditWatch withpositive implications, where they were placed Oct. 27, 2005,following the company's announcement that it had filed aregistration statement for a public equity offering of 3.4 millionshares. The outlook is stable.

"The upgrade reflects the completion of the public equity offeringand the expectation that a significant portion of the proceedswill be applied to the reduction of debt," said Standard & Poor'scredit analyst Natalia Bruslanova. The company intends to usepart of the net proceeds of about $56 million to redeemapproximately $40 million of its outstanding 10% senior securednotes.

The Amherst, New York-based Columbus McKinnon had approximately$280 million in debt on the balance sheet at Oct. 2, 2005.

Material handling is a cyclical and fragmented industry. However,the company has leading positions in several niche markets: Itholds either the No. 1 or No. 2 position in the material-handling,lifting, and positioning-products industries, and 75% of salescome from markets where it is the leading supplier.

As a result of improving end-market conditions and a focus on costreductions, Columbus McKinnon has been able to improve itsoperating margins and cash generation. In addition, the companyhas been focusing on selling off noncore business segments, mainlywithin its solutions group. The company is being challenged by:

NNN's rating strengths stem from its solid and growing portfolioof single-tenant stand-alone retail centers. NNN's long termleases, which average 10 to 20 years at inception, in combinationwith relatively strong underlying tenant credit quality as well asincreasing geographic and industry diversity have resulted instable operating performance over time. These factors have alsocombined with a robust retail environment to help NNN reach peakoccupancy levels, which were 99% at Sept. 30, 2005. Fitchcalculates NNN's fixed charge coverage at 2.7 times for thequarter ended Sept. 30, 2005, which is well within the company'stight historical range of 2.5x to 2.9x.

Additional strengths center on NNN's solid leverage andrisk-adjusted capitalization. Although leverage has increasedrecently into the 42% debt to undepreciated book capital range, itremains within NNN's historical range of 37% to 46%. While riskadjusted capitalization has weakened over the past two years, NNNremains strongly capitalized for the 'BBB-' rating. In additionto higher debt levels, the weakening risk adjusted capitalizationis also a function of the consolidation of interests in mortgageresiduals, which tend to have a high-risk weighting but which alsowill decline over time.

NNN also has an adequate funding profile for the rating from bothan interest rate and maturity gap perspective. As of Sept. 30,2005, NNN had just 9% of total capital on a floating basis andabout 21% of total debt due in 2006. While both of thesecharacteristics are solid for a 'BBB-' rating, they are expectedto improve meaningfully following the completion of NNN's bondoffering as proceeds will pay down outstandings on thefloating-rate revolving credit facility, which also representsmost of the maturities in 2006.

NNN's consistent use of unsecured financing has also resulted in arelatively strong unencumbered asset base. As of Sept. 30, 2005,Fitch believes that NNN's unencumbered properties cover its totalunsecured debt, including outstanding revolving credit, by about2.1x. This may improve in the future to the extent that thecompany elects to sell mortgaged assets as a part of its capitalrecycling program.

Rating concerns center on NNN's relatively small size. While NNNhas demonstrated meaningful growth, the company only has$1.4 billion of undepreciated stabilized properties and under$900 million of undepreciated book equity.

In recent years, NNN has also made modest shifts in its businessstrategy such as an investment in a significant office property inWashington D.C. as well as an investment in mortgage residuals.While both investments are small in the context of the wholebalance sheet and should be profitable for the company over theirlife, it reflects a digression from NNN's true core competency,which is leasing single-tenant free-standing retail space.

Nevertheless, Fitch is comfortable with NNN's recent commitment tostick with its traditional retail business and generally avoidinvestments that are peripheral to its core strategy. Fitch willlook for strategic discipline as it evaluates NNN over the courseof the Outlook period.

Fitch is also cautious with regard to the health of the consumer.With the rise in interest rates and the relative decline of thecash-out refinance boom, Fitch believes that consumer spending maynot be as robust as it has been in recent years. This concern issomewhat mitigated by recent improvements in job growth andunemployment in combination with the relatively defensive'needs-based' nature of many of NNN's tenants, such as drug andconvenience stores and government.

The Positive Outlook may last up to a period of two years and willfocus particularly on the following key items:

Fitch is not expecting excessive growth, just a continuation ofthe existing growth trend, which has resulted in an increasinglydiverse portfolio. Similarly, leverage is not expected to declinesignificantly during the Outlook and in fact may continue tocontinue to rise in the near term as the company continues toacquire assets. Longer term, it is anticipated that NNN will sellcertain properties that may help control leverage. Portfolioperformance is also very strong today and occupancy is notexpected to remain at 99%, however, Fitch will look forindications of NNN's preparedness to handle increases in leaserenewal volume in the future.

Commercial Net Lease Realty, Inc. is a self-advised umbrellapartnership real estate investment trust that is headquartered inOrlando, Florida and specializes in leasing single-tenantstand-alone retail space on a triple-net basis. NNN alsofacilitates property sales through its NNN1031.com website and,under certain circumstances provides seller financing in the formof mortgage loans. NNN has 464 properties in 41 states leased to172 companies in 60 industries. As of Sept. 30, 2005, NNN'sportfolio was 99% leased with a weighted average remaining leaseterm of approximately 10 years. Also as of Sept. 30, 2005, NNNhad over $1.5 billion of undepreciated book assets and nearly$900 million of undepreciated book equity.

"Compton will use the proceeds from the sale of the notes to fundits offer to repurchase all of its $165 million of 9.90% seniornotes outstanding due 2009, and any remaining proceeds to repay aportion of its drawings on its senior secured credit facilities;therefore, this new bond issue effectively refinances existingdebt and serves to keep current debt levels unchanged," saidStandard & Poor's credit analyst Jamie Koutsoukis.

"The company's debt refinancing is, however, expected to decreaseits borrowing costs, and concurrent with Compton's increase in itscredit facilities with the close of the offering, the company willgain additional liquidity and financial flexibility for itsambitious near-term growth objectives," Ms. Koutsoukis added.

The stable outlook reflects our expectation that Compton'sexisting credit profile will remain relatively unchanged in thenear to medium term. Although Compton's business profile shouldimprove as the company continues to build on its three coreoperating areas in western Canada, where its existing portfolio ofassets should generate increases to both reserves and production,the company's financial profile is somewhat hampered as Comptonwill use external debt to fund its growth objectives.

A positive rating action is possible if Compton is able to achieveinternal reserve and production growth while maintaining a stablebreak-even cost profile. Alternatively, a negative rating actionis possible if Compton is unable to economically increase itsproven reserves and production, and its financial profile furtherweakens.

Type of Business: The Debtor owns 315 microwave towers located throughout the United States. Additionally, the Debtor is responsible for a number of rooftop structures. See http://www.corbannetworks.com/

An affiliate of the Debtor, International Communications Group, Inc., has an involuntary petition filed by three creditors on Aug. 3, 2005 (Bankr. N.D. Tex. Case No. 05-38729) with Judge Hale presiding.

DELTA AIR: Gets Court Approval on Contract Rejection Protocols--------------------------------------------------------------Delta Air Lines Inc. and its debtor-affiliates sought and obtainedauthorization from Judge Beatty of the U.S. Bankruptcy Court forthe Southern District of New York to establish uniform procedures:

-- for the ongoing rejection of certain executory contracts and unexpired leases and subleases; and

John Fouhey, Esq., at Davis Polk & Wardwell, in New York, remindsthe Court that the Debtors are party to a vast number ofContracts and Leases including numerous leases for office spaceand personal property, purchase contracts and other executorycontracts.

"Each of these Contracts and Leases represents a liability forthe Debtors. Some of these liabilities far outweigh the benefitsthey provide to the Debtors' estates, while others are balancedby their attendant benefit," Mr. Fouhey says.

The Debtors are evaluating the economic value of the Contractsand Leases to their businesses and, when appropriate, will workdiligently with their counterparties to negotiate new agreementsthat are compatible with the Debtors' current needs andresources, Mr. Fouhey relates.

Procedures

The Debtors intend to reject any Contract or Lease that theydetermined to be unnecessary or burdensome to their ongoingbusiness operations. In addition, the Debtors will abandonExpendable Property they determine to be burdensome or ofinconsequential value or benefit to their estates.

A. Notice of Rejection and Abandonment

Once they have determined to reject a Contract or Lease or abandon Expendable Property, the Debtors will prepare a written notice of their intent to reject that Contract or Lease or abandon that Expendable Property.

The Notice will include:

(i) the identity of the Debtor parties,

(ii) the identity of the counterparties,

(iii) the location of the real property, if applicable,

(iv) a description and location of the Expendable Property to be abandoned, and

(v) effective rejection date.

The Debtors will file the Notice with the Court and serve the Notice, on parties-in-interest.

B. Objections

The deadline to file an objection to the proposed rejection of a Contract or Lease or the abandonment of any Expendable Property will be 4:00 p.m. (prevailing Eastern Time) on the date that is 15 days from the date the Notice is filed and served. The Objection Deadline may be extended with the Debtors' written consent.

An Objection will be considered timely only if it is filed with the Court and actually received by these parties on or before the Objection Deadline:

(iii) attorneys for the official committee of unsecured creditors in the Debtors' cases, and

(iv) attorneys to the agent for the Debtors' postpetition lenders.

A reply to an Objection may be filed with the Court and served on or before 12:00 p.m. (prevailing Eastern Time) on the day that is at least two business days before the date of the applicable hearing.

C. Process for Entry of an Order and Effectiveness of Rejection

If no objection is timely filed, the Debtors will provide the Court with a proposed order, which will be submitted and entered with no further notice or opportunity to be heard afforded to any party.

If a timely objection is filed and not resolved by the parties, the Debtors will schedule a hearing date at which the dispute regarding the rejection of the Contract or Lease or abandonment of the Expendable Property will be heard.

D. Set Off

If any Debtor has deposited monies with a Counterparty or Lessor to a Contract or Lease as a security deposit or pursuant to another similar arrangement, that Counterparty or Lessor will not be permitted to set off or otherwise use the monies from that deposit or other arrangement without the prior order of the Court.

E. Filing Proofs of Claim

The holder of any claim for damages arising from the rejection of any Contract or Lease or abandonment of Expendable Property must timely file a proof of claim, on or before the later of:

(i) the Bar Date, or

(ii) 30 days after the effective date of the rejection or the abandonment to which the claim relates.

Absent a timely filing, those claims will be irrevocably barred.

Mr. Fouhey asserts that the proposed procedures expedite therejection process by eliminating the necessity for a hearing onuncontested rejections of Contracts and Leases and abandonment ofExpendable Property. It will help the Debtors reduce theirmonetary obligations and better align their obligations to theirbusiness plans, he adds.

(a) seeks to make the effective date of the rejection of a contract or lease the date set forth in the written notice of the Debtors' intent to reject a contract or lease;

(b) seeks to limit the time period to file an objection to less than that provided by the Bankruptcy Code;

(c) prevents the lessor of a rejected lease or a counterparty to a rejected contract from setting off any security deposit or other arrangement without prior Order of the Court; and

(d) fails to address the conditions and procedures relating to turn over of leased property.

Jeremy L. Wallison, Esq., at Foley & Lardner LLP, in New York,concedes that there may be times during the course of theDebtors' Chapter 11 proceedings when entry of an Orderauthorizing a retroactive effective rejection date isappropriate. However, Mr. Wallison asserts, the Debtors shouldbear the burden of proof and should be required to seek thisextraordinary relief on a case-by-case basis, and not be grantedthat authority as a matter of course. Mr. Wallison points outthat this is consistent with the treatment by courts in theSecond Circuits and other circuits, where a retroactive effectivedate was only authorized in exceptional circumstances whereequity dictates.

Mr. Wallison points out that the Federal Rules of BankruptcyProcedure provide that creditors will have at least 20 days'notice and 23 days' notice if the rejection notice is served bymail. The Debtors propose to provide only 15 days' notice. TheAirports assert that in the event Debtors seek to reject any oftheir agreements, they will need the full amount of notice timein order to evaluate and prepare an appropriate response.

Moreover, Mr. Wallison continues, a lessor of a rejected leaseshould be allowed to set off the Debtors' security deposit orsimilar arrangement, if any, against the lessors' prepetition andlease rejection claim without a prior order of the Court."Similarly, a counterparty should be allowed to set off theDebtors' security deposit or similar arrangement against thedamages caused by the Debtors' breach of contract. Permittinglessors and counterparties to do so will ease the severefinancial blow lease rejection deals to lessors and contractrejection deals to counterparties while still furthering theRejection Procedures Motion's goal of saving legal expenses andCourt time incurred by multiple setoff requests by lessors andcounterparties of rejected agreements."

There should also be procedures for the surrender of leasedproperty, Mr. Wallison adds. "The inclusion of such procedureswill further streamline the Proposed Procedures, thus benefitingthe Debtors, while at the same time affording certainty tolessors as to the condition of the leased property uponrejection, and the method of surrender."

The Greater Orlando Aviation Authority, which operates theOrlando International Airport, also observes that the Debtors'proposed notice does not provide any indication of when they willvacate the premises covered by the lease by a certain date.

Richard S. Kanowitz, Esq., at Kronish Lieb Weiner & Hellman LLP,in New York, asserts that any Order that the Court may entershould specifically state that the Debtors are required to vacatethe premises covered by the lease or enter into another agreementwith the lessor by a certain rejection date. Otherwise, Mr.Kanowitz says, the lessor would be unable to make arrangements tore-let the premises to new tenants and would incur additionaldamages and impede efforts to mitigate damages. "Unlike atypical landlord and tenant situation, the Debtors cannot provideconstructive possession to an airport by turning over the keys tothe doors or changing the locks, as airside gates are notconducive to such an arrangement."

These parties support and join in the objections asserted:

-- Los Angeles International Airport and Ontario International Airport, owned and operated by the City of Los Angeles, Department of Airports Division;

-- the Metropolitan Nashville Airport Authority, the operator of an airport in Nashville, Tennessee;

-- San Francisco International Airport, owned and operated by the City and County of San Francisco, acting by and through its Airport Commission; and

-- UMB Bank, N.A., as successor indenture trustee and the assignee of rights under a certain lease of non-residential real property located at the Cincinnati/Northern Kentucky International Airport.

* * *

The Court approves the procedures established by the Debtors:

-- for the ongoing rejection of certain executory contracts and unexpired leases and subleases; and

Under the Plan, Bruckman, Rosser, Sherrill & Co., L.P., DIPfinancing facility for $865,000 will be exchanged for equityinterests in the Reorganized Debtor's New General Partner.

The DIP financing facility provided by General Electric CapitalCorporation will be repaid pursuant to the terms governing theloan.

GE HFS Holdings, Inc., fka Heller Healthcare Finance, Inc.'sprepetition and postpetition claims amounting to $24,917,248 willbe repaid using a portion of the GE Exit Financing facility. Thebalance of GE HFS's claims will be repaid as part of the GERestructure Term Debt, which is discussed fully in the Plan.

General unsecured creditors will receive pro rata shares ofdistributions from a Liquidating Trust.

Subordinated claims won't receive anything under the Plan.

On the effective date, all partnership interests in the Debtorwill be cancelled and extinguished.

A full-text copy of Doctors Hospital 1997, L.P.'s DisclosureStatement is available for a fee at:

Timothy Weis and Mike Morgan will be named as managers of NorthHouston HealthPlus, LLC, the Debtor's general partner, and will besubject to the direct supervision of the board of directors ofHealthPlus Corporation, the parent of HealthPlus LLC. Althoughthe Firm will cooperate with existing management, Messrs. Weis andMorgan will have direct authority over the management andoperation of the Debtor, subject to the supervision of NorthHouston.

The Debtor permits the Firm to use its other employees includingthose of affiliate Huron Consulting Services, LLC, for assistance.

Timothy Weis will work full time through Dec. 2, 2005, andtransition to two to three days per week thereafter. On the otherhand, Mike Morgan and Harry Weis will work full time through thecourse of the Firm's retention.

Specifically, the Firm will:

(a) provide support in preparing financial and informational filings for bankruptcy and other courts;

(d) communicate with creditors and their financial advisors and consulting with the Debtor regarding DIP financing and other matters relating to the reorganization effort, attend meetings and assist in discussions with the secured creditors, the Committee, the U.S. Trustee and other parties-in-interest;

(f) provide assistance in connection with insurance claim settlements and action to support marshalling of insurance recoveries and other assets;

(g) give support to the development of the plan of reorganization and related disclosure statement; and

(h) provide general business consulting or other assistance as HealthPlus' board or the Debtor's counsel may deem necessary to the Debtor's restructuring.

Timothy Weis disclosed that his Firm will bill a flat fee of$95,000 per month, plus expense reimbursements. The Debtor hasagreed to pay a $50,000 retainer to the Firm. If additionalservices are needed, Speltz & Weis will bill all services on thesehourly rates:

In addition, lenders under the senior unsecured term loan facilitygranted a similar extension for the filing of certain pro formafinancial information that may be required, and lenders under thesenior secured credit facility granted a technical amendment.

The company had previously announced it was seeking theseamendments and waivers on Nov. 2, 2005.

As reported in the Troubled Company Reporter on Nov. 04, 2005,Dresser, Inc., is seeking an extension from lenders under itssenior secured credit facility and senior unsecured term loan ofits obligation to deliver financial statements.

The request would extend the deadline from Nov. 14, 2005, toFeb. 15, 2006, for providing audited financial statements for thefiscal year ended Dec. 31, 2004, and unaudited financialstatements for the fiscal quarters ended March 31, June 30, andSept. 30, 2005. It would also permit a similar extension underthe senior unsecured term loan for the filing of any pro formafinancial information that may be required after the expected saleof Dresser's On/Off valve business and request a technicalamendment under the senior secured credit facility.

Headquartered in Dallas, Texas, Dresser, Inc. --http://www.dresser.com/-- is a worldwide leader in the design, manufacture and marketing of highly engineered equipment andservices sold primarily to customers in the flow control,measurement systems, and compression and power systems segments ofthe energy industry. Dresser has a comprehensive global presence,with over 8,500 employees and a sales presence in over 100countries worldwide.

* * *

As reported in the Troubled Company Reporter on June 23, 2005,Standard & Poor's Ratings Services lowered its corporate creditrating on Addison, Texas-based Dresser Inc. to 'B+' from 'BB-'.The company remains on CreditWatch with negative implications.The ratings downgrade reflects weak credit measures and debtleverage that remain elevated for the current ratings level.

ENCORE ACQUISITION: Prices $150M 7.25% Senior Sub. Debt Offering----------------------------------------------------------------Encore Acquisition Company (NYSE: EAC) has priced an underwrittenpublic offering of $150 million Senior Subordinated Notes due2017, which will bear interest at a rate of 7.25% per annum.Encore expects to close the sale of the notes on Nov. 23, 2005,subject to the satisfaction of customary closing conditions.Encore intends to use the net proceeds of the proposed offering toreduce indebtedness outstanding under its revolving creditfacility. The offering is being made under Encore's existingshelf registration statement.

Sole bookrunner for the offering is Citigroup Global Markets Inc.A preliminary prospectus supplement related to the public offeringhas been filed with the Securities and Exchange Commission. Whenavailable, copies of the preliminary prospectus supplementrelating to the offering may be obtained from the offices of:

Organized in 1998, Encore Acquisition -- http://www.encoreacq.com/-- is a growing independent energy company engaged in theacquisition, development and exploitation of North American oiland natural gas reserves. Encore's oil and natural gas reservesare in four core areas: the Cedar Creek Anticline of Montana andNorth Dakota; the Permian Basin of West Texas and Southeastern NewMexico; the Mid Continent area, which includes the Arkoma andAnadarko Basins of Oklahoma, the North Louisiana Salt Basin, theEast Texas Basin and the Barnett Shale; and the Rocky Mountains.

3. Scott Yeager, former senior vice president of business development;

4. Kevin Howard, former chief financial officer; and

5. Michael Krautz, a former senior accounting director.

The five survived a trial this year that ended with noconvictions and acquittals on 202 charges of wire and securitiesfraud, conspiracy, insider trading and money laundering. Thejury was deadlocked on the remaining counts.

-- Messrs. Hirko and Shelby are to be tried for wire fraud, securities fraud, conspiracy and insider trading;

-- Messrs. Howard and Krautz are to be tried on charges of wire fraud, falsifying records and conspiracy; and

-- Mr. Yeager was indicted on five counts of insider trading and eight counts of money laundering.

Trial is scheduled next year.

Headquartered in Houston, Texas, Enron Corporation --http://www.enron.com/-- is in the midst of restructuring various businesses for distribution as ongoing companies to its creditorsand liquidating its remaining operations. Before the companyagreed to be acquired, controversy over accounting procedures hadcaused Enron's stock price and credit rating to drop sharply.

ENRON CORP: Total Gas Holds $9.7 Million Allowed Unsecured Claim----------------------------------------------------------------Enron Capital & Trade Resources Limited, an affiliate of EnronCorp., and Total Gas and Power Limited, formerly known asTotalFinaElf Gas and Power Limited, were parties to variousfinancial and energy agreements. In connection with the ECTRLAgreements, Enron executed a guaranty in favor of TGPL.

On Nov. 29, 2001, ECTRL was placed into administration in theUnited Kingdom. On October 15, 2002, TGPL filed Claim No. 13245,a secured claim, against Enron for $27,101,674 based on theGuaranty and on amounts allegedly owing by ECTRL to TGPL underthe Agreements.

In connection with the voting and solicitation process, TGPLelected for Claim No. 13245 to be treated in accordance with thePlan, which provided for a 55% reduction in the Claim's allowedamount. The Court later entered a stipulated order with respectto the Election, which provided that the Election was deemed tohave been made with respect to the Claim at the 55% applicablepercentage discount. The Election Stipulation did not dismissthe Adversary Proceeding.

To resolve the Claim, the Parties engaged in arm's-lengthnegotiations.

In a Court-approved stipulation, Enron and TGPL the agree thatClaim is allowed as a Class 4 General Unsecured Claim againstEnron for $9,728,118, in full and complete satisfaction of theclaim against Enron. The allowed amount reflects, among otherthings, the application of the 55% discount arising under thePlan. Distributions on Claim No. 13245 will be made only inaccordance with the Plan.

In addition, the parties agree that the Adversary Proceeding willbe dismissed with prejudice, and Enron will file a notice ofdismissal of the Adversary Proceeding with prejudice.

Headquartered in Houston, Texas, Enron Corporation --http://www.enron.com/-- is in the midst of restructuring various businesses for distribution as ongoing companies to its creditorsand liquidating its remaining operations. Before the companyagreed to be acquired, controversy over accounting procedures hadcaused Enron's stock price and credit rating to drop sharply.

FLYI INC: Court Okays Kurtzman Carson as Claims Agent-----------------------------------------------------FLYi, Inc., and its debtor-affiliates ask the Honorable Mary F.Walrath of the U.S. Bankruptcy Court for the District of Delawareto appoint Kurtzman Carson Consultants LLC as their Claims Agentpursuant to an Agreement for Services dated Dec. 31, 2004.

Under the Services Agreement, Kurtzman Carson will performvarious noticing, claims management and reconciliation, plansolicitation, balloting, disbursement, and other services, ifnecessary, at the request of the Debtors or the Bankruptcy CourtClerk's Office.

Kurtzman Carson will also:

(a) assist the Debtors in the preparation and filing of the Debtors' Schedules of Assets and Liabilities and Statements of Financial Affairs;

(1) a notice of the commencement of the Debtors' Chapter 11 cases and the initial meeting of creditors, under Section 341(a) of the Bankruptcy Code;

(2) a notice of the claims bar date;

(3) notices of objections to claims;

(4) notices of hearings on a disclosure statement and confirmation of a plan of reorganization; and

(5) other miscellaneous notices as the Debtors or the Court may deem necessary or appropriate for an orderly administration of their Chapter 11 cases;

(c) assist with the publication of required notices, as necessary;

(d) prepare for filing with the Clerk's Office an affidavit of service that includes:

(1) a copy of the notice served;

(2) an alphabetical list of persons on whom the notice was served, along with their addresses; and

(3) the date and manner of service;

(e) maintain copies of all proofs of claim and proofs of interest filed in the Debtors' cases;

(f) maintain the official claims' registers in the Debtors' cases by docketing all proofs of claim and proofs of interest in a claims database that includes the following information for each claim or interest asserted:

(1) the name and address of the claimant or interest holder and any agent thereof, if the proof of claim or proof of interest was filed by an agent;

(2) the date the proof of claim or proof of interest was received by Kurtzman Carson or the Court;

(3) the claim number assigned to the proof of claim or proof of interest; and

(4) the asserted amount and classification of the claim;

(g) implement necessary security measures to ensure the completeness and integrity of the claims' registers;

(h) transmit to the Clerk's Office a copy of the claims registers on a weekly basis, unless requested by the Clerk's Office on a more or less frequent basis;

(i) maintain an up-to-date mailing list for all entities that have filed proofs of claim or proofs of interest and make that list available to the Clerk's Office or any party-in-interest, upon request;

(j) provide access to the public for examination of copies of the proofs of claim or proofs of interest filed in the Debtors' cases, without charge, during regular business hours;

(k) create and maintain a public access Web site for case information and allow access to certain documents filed in the Debtors' Chapter 11 cases;

(l) record all transfers of claims pursuant to Rule 3001(e) of the Federal Rules of Bankruptcy Procedure and provide notice of those transfers to the extent required by Rule 3001(e);

(m) assist the Debtors in the reconciliation and resolution of claims;

Mr. Carson says the fees and expenses are subject to ordinaryincrease for 2006 in accordance with Kurtzman Carson'sestablished billing practices and procedures.

The Debtors have provided Kurtzman Carson with a $25,000evergreen retainer to remain outstanding at all times.

Indemnification Provisions

Under the Services Agreement, the Debtors agree to provideKurtzman Carson, its officers, employees, and agents certainindemnification against any losses, claims, damages, judgments,liabilities, and expenses resulting from firm's action inrelation to its services.

The Debtors ask the Court to approve these proposedindemnification provisions:

(a) The Debtors will indemnify Kurtzman Carson in accordance with the Services Agreement, for any claim arising from, related to or in connection with their performance of the services under the Services Agreement;

(b) Kurtzman Carson will not be entitled to indemnification, contribution or reimbursement for services not specified under the Services Agreement, unless those services and the indemnification, contribution, or reimbursement are approved by the Court;

(c) The Debtors will not indemnify any person, or provide contribution or reimbursement to any person, for any claim or expense that is either:

(1) judicially determined to have arisen primarily from that person's gross negligence or willful misconduct; or

(2) settled prior to a judicial determination as to that person's gross negligence or willful misconduct, but determined by the Court, after notice and a hearing, to be a claim or expense for which that person should not receive indemnity, contribution, or reimbursement under the terms of the Services Agreement;

(d) Kurtzman Carson must file a fee application with the Court for any amount due to it on account of the Debtors' indemnification, contribution and reimbursement obligations under the Services Agreement, including advancement of defense costs. The Debtors may not pay any of those amounts without Court approval; and

(e) In no event will Kurtzman Carson's liability to the Debtors for any losses or damages, whether direct or indirect, arising out of the Agreement exceed the total amount billed to the Debtors and paid to Kurtzman Carson for the services contemplated under the Agreement.

Mr. Carson assures the Court that Kurtzman Carson is a"disinterested person" as that term is defined in Section 101(14)of the Bankruptcy Code, as modified by Section 1107(b) of theBankruptcy Code.

Section 341 Meeting Notice

The Debtors also ask the Court to permit them to serve a noticeof the commencement of their Chapter 11 cases and the initialmeeting of creditors under Section 341(a) of the Bankruptcy Codesubstantially in the official bankruptcy form.

Chapter 7 Services

The Debtors anticipate that their cases will be converted tocases under the Chapter 7 of the United States Code.

In that event, the Debtors ask the Court to authorize them tocontinue paying Kurtzman Carson for its services until the claimsfiled in the Debtors' cases have been processed completely. Ifthe Court terminates Kurtzman Carson's services or a Chapter 7trustee is appointed before the claims have been processedcompletely, Kurtzman Carson will only be paid by the estates forservices prior to the effective date of its termination.

The Debtors will also continue paying Kurtzman Carson if claimsagent representation is necessary in the converted Chapter 7cases, and the Court and the Chapter 7 trustee require the firm'scontinued service.

Judge Walrath grants the Debtors' request. In the event that thefirm's services are terminated, the Court directs Kurtzman Carsonto make its entire work product in the Debtors' cases availableto the Court, the Debtors or the statutory trustee.

FLYI INC: Wants Miller Buckfire as Financial Advisor----------------------------------------------------FLYi, Inc., and its debtor-affiliates seek authority from the U.S.Bankruptcy Court for the District of Delaware to employ MillerBuckfire & Co., LLC, as their financial advisor and investmentbanker, nunc pro tunc to Nov. 7, 2005, pursuant to an EngagementLetter dated July 1, 2005.

Steven Westberg, FLYi, Inc.'s vice-president for restructuring,relates that the Debtors first engaged Miller Buckfire inNovember 2004 to provide financial and strategic advice inconnection with a potential restructuring, sale or financing.

Under the July 2005 Engagement Letter, the Debtors re-engagedMiller Buckfire to further evaluate their strategic alternativesin an increasingly challenging industry environment.

(b) provide financial advice and assistance to the Debtors in developing and seeking approval of a Chapter 11 plan, including participating in negotiations with entities or groups affected by the plan;

(c) identify and negotiate with potential investors in connection with a financing, including preparation of financing memoranda and presentation materials, as appropriate, if the Debtors determine to undertake a financing;

(d) if the Debtors determine to undertake a sale, identify and negotiate with potential acquirors in connection with a sale, including preparation of sale memoranda and presentation materials, as appropriate;

(e) advise and assist the Debtors in structuring and effectuating the financial aspects of a transaction or transactions;

(f) participate in Court hearings with respect to matters on which Miller Buckfire has provided advice; and

(g) render other financial advisory services as agreed with the Debtors.

Mr. Westberg relates that in connection with the November 2004Engagement, the Debtors paid Miller Buckfire $1,625,000 in totalfees for services rendered, as well as $20,365 for reimbursementsof necessary expenses during that period.

For the July 2005 Engagement, the Debtors paid Miller Buckfire$750,000 in total fees and $18,108 in expense reimbursement.

Additionally, the Debtors provided Miller Buckfire with a$150,000 retainer for services rendered or to be rendered and forreimbursement of expenses. The Retainer was paid on July 9,2005. As of the bankruptcy filing, the Retainer remainsunapplied.

The Debtors further seek the Court's authority to:

-- allow the Retainer to constitute a general security retainer for postpetition services and expenses until the conclusion of their Chapter 11 cases; and

-- modify the indemnification provisions under the July 2005 Engagement Agreement.

The proposed indemnification provisions state that:

(a) Subject to certain indemnification provisions, the Debtors are authorized to indemnify, and will indemnify, Miller Buckfire, in accordance with the Engagement Letter, for any claim arising from, related to or in connection with their performance of the financial advisory and investment banking services;

(b) Miller Buckfire will not be entitled to indemnification, contribution or reimbursement pursuant to the Engagement Letter for services not contemplated under the Engagement Letter, unless those services and the indemnification, contribution, or reimbursement are approved by the Court;

(c) Notwithstanding anything to the contrary in the Engagement Letter, the Debtors will have no obligation to indemnify any person, or provide contribution or reimbursement to any person, to the extent that claim or expense is either:

* judicially determined to have arisen from that person's bad faith, gross negligence or willful misconduct; or

* settled prior to a judicial determination as to that person's gross negligence or willful misconduct, but determined by the Court, after notice and a hearing, to be a claim or expense for which that person should not receive indemnity, contribution, or reimbursement under the terms of the Engagement Letter; and

(d) If, before the earlier of the entry of orders confirming and closing a Chapter 11 plan, Miller Buckfire believes that it is entitled to the payment of any amounts by the Debtors on account of the Debtors' indemnification, contribution or reimbursement obligations under the Engagement Letter including the advancement of defense costs, Miller Buckfire must file an application before the Court, and the Debtors may not pay any of those amounts without Court approval.

Marc D. Puntus, a managing director at Miller Buckfire, assuresthe Court that the firm is a "disinterested person," as definedin Section 101(14) of the Bankruptcy Code and as required bySection 327(a) of the Bankruptcy Code.

FLYI INC: Priority Status on All Intercompany Claims Approved-------------------------------------------------------------Most of the FLYi, Inc., and its debtor-affiliates revenues aregenerated, and expenses incurred, by Independence Air, Inc.Brendan Linehan Shannon, Esq., at Young Conaway Stargatt & Taylor,LLP, in Wilmington, Delaware, relates that FLYi, Inc., hasperiodically provided Independence Air with funding for itsoperations.

Mr. Shannon notes that the intercompany funding reduces theadministrative costs incurred by the Debtors. By contrast, ifthe intercompany funding were to be discontinued, the Debtors'Cash Management System and related administrative controls wouldbe disrupted to the detriment of the Debtors and their estates.

Pursuant to Section 503(b)(1) of the Bankruptcy Code, the Debtorsask the U.S. Bankruptcy Court for the District of Delaware togrant administrative expense priority status to all intercompanyclaims against a Debtor by another Debtor arising after thePetition Date as a result of intercompany transactions through theCash Management System.

The Debtors also ask the U.S. Bankruptcy Court for the District ofDelaware to permit them to continue maintaining current records ofall transfers of cash so as to readily ascertain, trace andaccount for all intercompany transactions.

Accordingly, the Court approves the Debtors' request. JudgeWalrath authorizes the Debtors to continue to engage inintercompany transactions provided that Independence Air will notengage in any transfer of funds to FLYi absent Court order.

FOSTER WHEELER: Posts $16.7 Million Net loss in Third Quarter-------------------------------------------------------------Foster Wheeler Ltd. reported a $16.7 million net loss on$532.4 million of operating revenues in the third quarter of 2005,compared to a net loss of $215.5 million on operating revenues of$720.6 million in the comparable period of 2004. Excluding theimpact of a $40.2 million pretax and primarily non-cash accountingcharge related to the equity-for-debt exchange concluded in August2005, the Company reported net earnings of $23.5 million for thethird quarter of 2005.

For the nine months ending Sept. 30, 2005, the Company reportednet income of $12.4 million on operating revenues of $1.6 billioncompared to a net loss of $189.9 million on operating revenues of$2 billion in the corresponding period of 2004.

Foster Wheeler has incurred significant operating losses in eachof the years for the three-year period ended Dec. 31, 2004. AtSept. 30, 2005, the Company reported an accumulated deficit ofapproximately $1.08 billion.

The Company's balance sheet showed $1.9 billion of assets atSept. 30, 2005, and liabilities totaling $2.3 billion, resultingin a stockholders' deficit of approximately $375 million. As ofSept. 30, 2005, the Company had cash and cash equivalents, short-term investments and restricted cash totaling $342 millioncompared to $390.1 million as of Dec. 31, 2004. Of the $342million total at Sept. 30, 2005, approximately $302 million washeld by its foreign subsidiaries.

Liquidity

Maintaining adequate domestic liquidity remains to be FosterWheeler's priority. The Company's domestic operating entities donot generate sufficient cash flow to cover the costs related toits indebtedness, obligations to fund U.S. pension plans,asbestos-related liabilities and corporate overhead expenses.Consequently, the Company requires cash repatriations from itsnon-U.S. subsidiaries in the normal course of its operations tomeet its domestic cash needs. The Company expects to continue torepatriate cash from foreign operations in the future.

The current 2005 forecast assume total cash repatriation from theCompany's non-U.S. subsidiaries of $119.4 million from royalties,management fees, intercompany loans, debt service on intercompanyloans and dividends. Foster Wheeler repatriated $86.1 million and$65 million from its non-U.S. subsidiaries in the first ninemonths of 2005 and 2004, respectively.

In March 2005, The Company entered into a new 5-year Senior CreditAgreement that replaced its prior Senior Credit Facility. Thisnew facility is available to issue letters of credit for up to$250 million and provides a revolving line of credit of up to$75 million. The sum of the letters of credit issued under thefacility and the utilization under the revolving line of creditcannot exceed $250 million.

In addition, the U.K. operations of the Company's Engineering &Construction Group entered into a GBP50 million bank guaranteefacility and a GBP150 million foreign exchange hedging facility inJuly 2005.

Going Concern Doubt

PricewaterhouseCoopers LLP expressed substantial doubt in FosterWheeler's ability to continue as a going concern after it auditedthe Company's financial statements for the years ended Dec. 31,2004, 2003 and 2002.

The auditing firm pointed to the Company's significant losses ineach of the years in the three-year period ended Dec. 31, 2004 andhas a shareholders' deficit of $525,565,000 at Dec. 31, 2004.

PricewaterhouseCoopers stated that Foster Wheeler has substantialdebt obligations and during 2003 it was required to obtain anadditional amendment to its senior credit facility to providecovenant relief by modifying certain definitions of financialmeasures utilized in the calculation of certain financialcovenants.

Realization of assets and the satisfaction of liabilities in thenormal course of business are dependent on, among other things,the Company's ability to return to profitability, to completeplanned restructuring activities, to generate cash flows fromoperations and collections of receivables to fund its operations,including obligations resulting from asbestos claims, as well asthe Company maintaining credit facilities and bonding capacityadequate to conduct its business.

Foster Wheeler Ltd. -- http://www.fwc.com./-- operates through two business groups: the Global Engineering & Construction Groupand the Global Power Group. In addition, corporate centerexpenses, restructuring expenses and certain legacy liabilities(i.e., asbestos and corporate debt) are reported independently bythe Company in the Corporate and Finance Group.

GARDENBURGER INC: Taps SulmeyerKupetz as Bankruptcy Counsel-----------------------------------------------------------Gardenburger, Inc., asks the U.S. Bankruptcy Court for the CentralDistrict of California for authority to employ SulmeyerKupetz asits bankruptcy counsel.

Sulmeyerkupetz will:

(a) represent the Debtor in its chapter 11 case;

(b) examine claims of creditors in order to determine their validity;

(c) advise and counsel the Debtor regarding legal issues, use, sale or lease of property, use of cash collateral, obtaining financing and credit, assumption and rejection of unexpired leases and executory contracts, requests for security interest, relief from the automatic stay, special treatment, and payment of prepetition obligations;

(d) negotiate with creditors holding secured and unsecured claims;

(e) prepare and present a plan of reorganization and disclosure statement;

(f) object to claims as appropriate; and

(g) act as counsel on behalf of the Debtor on related matters that may arise.

Mr. Kupetz assures the Court that the Firm is a "disinterestedperson" as that term is defined in Section 101(14) of theBankruptcy Code.

Headquartered in Los Angeles, California, Gardenburger, Inc. -- http://www.gardenburger.com/-- makes original veggie burgers and innovates in meatless, 100% natural, low-fat food products. Thecompany distributes its meatless products to more than 35,000foodservice outlets throughout the United States and Canada.Retail customers include more than 30,000 grocery, natural foodand club stores. The company filed for chapter 11 protection onOct. 14, 2005 (Bankr. C.D. Calif. Case No. 05-19539). David S.Kupetz, Esq., at SulmeyerKupetz represent the Debtor in itsrestructuring efforts. When the Debtor filed for protection fromits creditors, it listed $21,379,886 in assets and $39,338,646 indebts.

GARDENBURGER INC: Section 341(a) Meeting Slated for November 30----------------------------------------------------------------The U.S. Trustee for Region 16 will convene a meeting ofGardenburger, Inc.'s creditors at 1:30 p.m., on Nov. 30, 2005, atRoom 1-159, 411 West Fourth Street, in Santa Ana, California.This is the first meeting of creditors required under Section341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend. ThisMeeting of Creditors offers the one opportunity in a bankruptcyproceeding for creditors to question a responsible office of theDebtor under oath about the company's financial affairs andoperations that would be of interest to the general body ofcreditors.

Headquartered in Los Angeles, California, Gardenburger, Inc. -- http://www.gardenburger.com/-- makes original veggie burgers and innovates in meatless, 100% natural, low-fat food products. Thecompany distributes its meatless products to more than 35,000foodservice outlets throughout the United States and Canada.Retail customers include more than 30,000 grocery, natural foodand club stores. The company filed for chapter 11 protection onOct. 14, 2005 (Bankr. C.D. Calif. Case No. 05-19539). David S.Kupetz, Esq., at SulmeyerKupetz represent the Debtor in itsrestructuring efforts. When the Debtor filed for protection fromits creditors, it listed $21,379,886 in assets and $39,338,646 indebts.

GARDENBURGER INC: Files Schedules of Assets and Liabilities-----------------------------------------------------------Gardenburger, Inc., delivered its Schedules of Assets andLiabilities to the U.S. Bankruptcy Court for the Central Districtof California, disclosing:

Headquartered in Los Angeles, California, Gardenburger, Inc. -- http://www.gardenburger.com/-- makes original veggie burgers and innovates in meatless, 100% natural, low-fat food products. Thecompany distributes its meatless products to more than 35,000foodservice outlets throughout the United States and Canada.Retail customers include more than 30,000 grocery, natural foodand club stores. The company filed for chapter 11 protection onOct. 14, 2005 (Bankr. C.D. Calif. Case No. 05-19539). David S.Kupetz, Esq., at SulmeyerKupetz represent the Debtor in itsrestructuring efforts. When the Debtor filed for protection fromits creditors, it listed $21,379,886 in assets and $39,338,646 indebts.

At the same time, Standard & Poor's assigned its 'B+' rating tothe company's proposed $50 million senior note offering, whichwill mature in 2015. Proceeds from the transaction will be usedfor general corporate purposes, which may include investments inthe company's leasing and services segment. The outlook isstable. With the new debt issue, S&P estimates that Greenbrierhad approximately $286 million of pro forma consolidated totaldebt as of Aug. 31, 2005.

"The ratings on The Greenbrier Cos. Inc. reflect a weak businessrisk profile due to the volatility of the freight carmanufacturing industry, as well as Greenbrier's limited customerand product diversity and its aggressively leveraged balancesheet," said Standard & Poor's credit analyst James Siahaan. "Theratings also reflect the benefits of Greenbrier's more stableleasing and service business, its strong market position in theintermodal railcar market, and favorable demand from the key U.S.market."

The Lake Oswego, Oregon-based company's manufacturing segmentrepresented about 92% of revenue for the fiscal year endedAug. 31, 2005. This business is focused largely on themanufacturing of intermodal and conventional railcars and marinevessels, as well as the repair, refurbishment, and maintenance ofrailcars.

The leasing and services segment represented about 8% of revenuein the same period. The repair and refurbishment, marine, andleasing and services businesses are more stable and provide highermargins than the railcar business.

Greenbrier has some degree of geographic diversity, as about 15%of its revenues come from outside the U.S.

Nonetheless, demand for its key new railcar products is highlyvolatile because of swings in end-market demand. Revenue declined38% in fiscal 2002 from 2001, but then increased about 100%between fiscals 2002 and 2004. Because of this revenue volatilityand the company's moderate operating leverage, EBITDA has varied,from $31 million in fiscal 2002 to $68 million in fiscal 2004.

Greenbrier's competitive strengths include:

* its leading position in a strong market and,

* more recently, its ability to control fluctuations in raw material costs by passing on cost increases to its customers.

However, its top two customers account for about half thecompany's revenue, which limits Greenbrier's pricing power.

HASTINGS MANUFACTURING: Can Access Up To $6.8 Mil. in DIP Loans---------------------------------------------------------------The Hon. David T. Stosberg of the U.S. Bankruptcy Court for theWestern District of Michigan, Southern Division, allowed HastingsManufacturing Company to obtain up to $6.8 million in postpetitionfinancing from LaSalle Bank Midwest NA, fka Standard Federal BankNational Association.

The Debtor sought postpetition funding from LaSalle to purchaseinventory, fund insurance, meet payroll and to pay other businessexpenses necessary to conduct its business and manage and preserveits assets.

LaSalle Debts

LaSalle made pre-petition loans and advances to the Debtorpursuant to the terms of a Loan and Security Agreement, a TermLoan in the original principal amount of $915,000, and a RevolvingNote in the original principal amount of $8.5 million.

As of the bankruptcy filing, the Debtor owes approximately$5.5 million to LaSalle under these credit agreements. The debtis secured by a first lien on substantially all of the Debtor'sassets, including accounts, general intangibles, inventory, andequipment.

To secure repayment of the postpetition debt, the Debtor grantsLaSalle valid and perfected first priority security interests andliens on substantially all of its prepetition and postpetitionassets.

LaSalle's liens are superior to all other creditors and claimantsof the Debtors estate, except for perfected and non-avoidablesecurity interests and liens existing prior to the petition date.

Hastings City Bank, which holds a lien on substantially all of theDebtor's assets on account of a $2 million prepetition loan, hasagreed to subordinate its claim to the LaSalle loans pursuant to asecurity agreement dated April 1, 2005, and subsequently amendedon Sept. 30, 2005. A copy of the security agreement is availablefor a fee at:

LaSalle consents to the use of its cash collateral in accordancewith a rolling eleven-week budget from Oct. 21, 2005 to Dec. 30,2005. A copy of the rolling budget is available for free athttp://researcharchives.com/t/s?2f0

Headquartered in Hastings, Michigan, Hastings ManufacturingCompany -- http://www.hastingsmanufacturing.com/-- makes piston rings for the automotive aftermarket and for OEM's. Through ajoint venture, the Company sells additives for engines,transmissions, and cooling systems under the Casite brand name.Hastings Manufacturing distributes its products throughout the USand Canada. The Company filed for chapter 11 protection onSept. 14, 2005 (Bankr. W.D. Mich. Case No. 05-13047). Stephen B.Grow, Esq., at Warner Norcross & Judd, LLP represents the Debtorin its restructuring efforts. When the Debtor filed forprotection from its creditors, it listed total assets of$26,797,631 and total debts of $28,625,099.

HASTINGS MANUFACTURING: Can Use Hastings City Bank's Collateral---------------------------------------------------------------The Hon. David T. Stosberg of the U.S. Bankruptcy Court for theWestern District of Michigan, Southern Division, approved astipulation allowing Hastings Manufacturing Company to use cashcollateral securing its prepetition obligations to Hastings CityBank.

Hastings City Bank holds valid and perfected security interest andliens on the Debtor's inventory accounts and equipment on accountof a $2 million loan extended to the Debtor in July 2003. As ofthe petition date, the Debtor owes approximately 2,052,503 toHastings City Bank.

Hastings City Bank's liens are junior and subordinate to the liensheld by LaSalle Bank Midwest, NA.

As adequate protection for the use of its cash collateral, theDebtor grants Hastings City Bank replacement liens in anyequipment, inventory or accounts that will be acquired by theDebtor postpetition. The replacement lien will secure an amountequal to any loss suffered by Hastings City Bank as a result ofthe use of its collateral.

The replacement liens are effective as of the petition date.These liens are subordinate in all respects to all prepetition andpostpetition liens and security interests held by LaSalle Bank.

A copy of the stipulation governing the Debtor's use of HastingsCity Bank's cash collateral is available for a fee at:

Headquartered in Hastings, Michigan, Hastings ManufacturingCompany -- http://www.hastingsmanufacturing.com/-- makes piston rings for the automotive aftermarket and for OEM's. Through ajoint venture, the Company sells additives for engines,transmissions, and cooling systems under the Casite brand name.Hastings Manufacturing distributes its products throughout the USand Canada. The Company filed for chapter 11 protection onSept. 14, 2005 (Bankr. W.D. Mich. Case No. 05-13047). Stephen B.Grow, Esq., at Warner Norcross & Judd, LLP represents the Debtorin its restructuring efforts. When the Debtor filed forprotection from its creditors, it listed total assets of$26,797,631 and total debts of $28,625,099.

HASTINGS MANUFACTURING: Committee Hires Nantz Litowich as Counsel-----------------------------------------------------------------The Official Committee of Unsecured Creditors of HastingsManufacturing Company sought and obtained permission from the U.S.Bankruptcy Court for the Western District of Michigan, SouthernDivision, to employ Nantz, Litowich, Smith, Girard & Hamilton,P.C., as its counsel during the Debtor's chapter 11 case.

Nantz Litowich will represent the Committee in carrying out itsduties under Section 1103 of the Bankruptcy Code.

Nantz Litowich's professionals and their current hourly billingrates are:

Harold E. Nelson, Esq., a shareholder at Nantz Litowich, assuresthe Court of the firm's "disinterestedness" as that term isdefined in Section 101(14) of the Bankruptcy Code.

Headquartered in Hastings, Michigan, Hastings ManufacturingCompany -- http://www.hastingsmanufacturing.com/-- makes piston rings for the automotive aftermarket and for OEM's.Through a joint venture, the Company sells additives for engines,transmissions, and cooling systems under the Casite brand name.Hastings Manufacturing distributes its products throughout the USand Canada. The Company filed for chapter 11 protection onSept. 14, 2005 (Bankr. W.D. Mich. Case No. 05-13047). Stephen B.Grow, Esq., at Warner Norcross & Judd, LLP represents the Debtorin its restructuring efforts. When the Debtor filed forprotection from its creditors, it listed total assets of$26,797,631 and total debts of $28,625,099.

JLG INDUSTRIES: Earns $27.9M in First Fiscal Quarter Ended Oct. 30------------------------------------------------------------------JLG Industries, Inc. (NYSE:JLG - News) reported consolidatedrevenues of $478 million for its fiscal first quarter endedOct. 30, 2005, an increase of 56% from the same prior year period.Sales increased 49% in the U.S. and 81% internationally, year-over-year. The company reported net income of $27.9 million,compared with a net loss of $8.7 million for the prior yearperiod.

"Our revenues reached a new record for the quarter, reflecting thecontinuing strength of demand for access products," Bill Lasky,Chairman of the Board, President and Chief Executive Officer,stated. "We're building products at a record pace, and componentdeliveries from suppliers have improved dramatically. Our orderboard at quarter end increased to $849 million sequentially from$631 million last quarter, and is up substantially from $200million last year. Costs associated with raw materials,particularly steel, are being managed as our pricing actions andongoing cost reduction activities are taking effect, resulting ina return to a more normalized operating income. Despite recentreductions in the price of oil, the cost of freight andpetroleum-based components are increasing, so an additional priceincrease of perhaps a couple of percentage points will beconsidered at the beginning of calendar year 2006."

Cash flow from operations was $29.5 million for the currentquarter compared to $35.6 million last year and trade workingcapital was 19 percent of sales versus 25 percent of sales. Tradereceivable days sales outstanding decreased to 63 from 92 year-over-year and days payable outstanding were 46 versus 55, whileinventory turns improved to 7.8 versus 5.9 year-over-year. Cashand cash equivalents was $231 million at Oct. 30, 2005 versus$66.5 million in the prior period and net debt decreased by$250 million from the comparable period last year.

Caterpillar Inc. Alliance

"As announced on Oct. 27, 2005, we are particularly pleased withthe new alliance with Caterpillar Inc. to supply Cat-brandedtelehandlers." Mr. Lasky added. "We are honored to have earnedtheir confidence and endorsement of our manufacturing capabilitiesto produce high quality telehandlers reflective of the Cat brand.Our reputation for product innovation, quality, and after-salesservice and support, coupled with Caterpillar's global branddistribution expertise and component capabilities will offer Catdealers around the world a broad product line to meet theircustomers' needs."

JLG Industries, Inc. -- http://www.jlg.com/-- is the world's leading producer of access equipment (aerial work platforms andtelehandlers) and highway-speed telescopic hydraulic excavators.The company's diverse product portfolio encompasses leading brandssuch as JLG(r) aerial work platforms; JLG, SkyTrak(r), Lull(r) andGradall(r) telehandlers; Gradall excavators; and an array ofcomplementary accessories that increase the versatility andefficiency of these products for end users. JLG markets itsproducts and services through a multi-channel approach thatincludes a highly trained sales force and utilizes a broad rangeof marketing techniques, integrated supply programs and a networkof distributors in the industrial, commercial, institutional andconstruction markets. In addition, JLG offers world-classafter-sales service and support for its customers. JLG'smanufacturing facilities are located in the United States,Belgium, and France, with sales and service operations on sixcontinents.

* * *

As reported in the Troubled Company Reporter on Oct. 31, 2005,Standard & Poor's Ratings Services raised its ratings on JLGIndustries Inc., including the corporate credit rating, which roseto 'BB' from 'BB-'. Meanwhile, the unsecured debt rating wasraised to 'BB' from 'B+', a two-notch upgrade that reflects theimproved position of the unsecured notes in the capital structure.The outlook is stable.

The affirmations reflect the continued loan performance andminimal paydown since Fitch's last rating action. As of theNovember 2005 distribution date, the pool's aggregate certificatebalance has decreased 3.8% to $1.11 billion from $1.16 billion atissuance. There are currently no delinquent or specially servicedloans.

Two loans have defeased, including the largest loan in the dealThe Westin Hotel. Fitch considered the Westin Hotel to be aninvestment grade credit assessment at issuance.

The pool is geographically diverse with the largest concentrationin Texas. Other concentrations include California, New York andFlorida. The pool's property type concentrations includemultifamily, retail, office, industrial, hotel and self-storage.

KAISER ALUMINUM: Wants Stipulation Modifying Plan Terms Approved----------------------------------------------------------------As previously reported, several insurance companies objected toKaiser Aluminum Corporation and its debtor-affiliates' DisclosureStatement and asked the U.S. Bankruptcy Court for the SouthernDistrict of Indiana to establish certain solicitation and votingprocedures in connection with the confirmation of the Debtors'Plan of Reorganization.

The Objections asserted, among other things, that the Plan is notinsurance neutral and the transfer of the Debtors' rights undercertain insurance policies violates the terms of the insurancepolicies. The Insurers also indicated that they needed extensivediscovery to adequately prepare their confirmation objections.

In addition, certain Insurers filed:

(1) the Rule 2019 Motion -- a request seeking permission to access the exhibits attached to statements filed by various entities and individuals representing more than one personal injury claimant, pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure. The Court granted the Rule 2019 Motion subject of an order acceptable to the parties.

Over the past several weeks, the Reorganizing Debtors; theOfficial Committee of Asbestos Claimants; Martin J. Murphy, thelegal representative of future asbestos personal injury claimants;Anne M. Ferazzi, the legal representative for the future silicaclaimants; and the Insurers have been negotiating a resolution ofthe issues raised by the Insurers' various pleadings.

On Nov. 4, 2005, the parties entered into a stipulation underwhich they agreed to certain Plan modifications to address theInsurers' request for additional clarity. The Stipulation alsoaddresses the scope of the Insurers' potential objections anddiscovery related to confirmation, the litigation of theobjections, if any, and the collateral effects of confirmation.

The Debtors ask the Court to approve the Stipulation.

Among other things, the modifications to the Plan provide that:

(a) The Personal Injury Insurer Coverage Defenses will include all defenses available to the Insurers under applicable non- bankruptcy law, provided that the pursuit of the defenses will be subject to the Stipulation.

(b) The Confirmation Order will not constitute a trial or hearing on the merits, an adjudication or judgment or be used as evidence to prove, among other things, any liability of the Debtors, the Trusts or any PI Insurance Company, with respect to:

* any individual Channeled Personal Injury Claim;

* the reasonableness of the PI Trust Distribution Procedures or the resolution of any claim processed under the PI Trust Distribution Procedures;

* the liability, in an aggregate or individual basis, of the Debtors or any of the Trusts for Channeled Personal Injury Claims.

(c) Any rights of contribution, indemnity, reimbursement, subrogation or other similar claims of a non-settling insurance company against a settling insurance company may be asserted as a defense or counterclaim against the Trusts or the Reorganizing Debtors and, to the extent valid, the Claim will reduce the liability of the non- settling insurance company to the Trusts or the Reorganizing Debtors.

(b) The Insurers' objections, if any, to the Plan will not include any objection to the Plan based on "good faith" arguments under Section 1129(a) of the Bankruptcy Code and will be limited;

(c) Confirmation of the Plan will not constitute a settlement or, judgment of a Channeled Personal Injury Claim, and the Insurers will retain the right to assert all other PI Insurer Coverage Defenses with respect to the resolution of Channeled Personal Injury Claims by the Trusts pursuant to the PI Trust Distribution Procedures or otherwise;

(d) The Rule 2019 Motion, the Silica Objection, the Rule 7012 Motion, and the Stay Motion will be stayed pending a final, non-appealable order confirming the Plan or the Reorganizing Debtors' decision to withdraw or not seek confirmation of the Plan; and

(e) The Assignment Motion will be stayed pending a resolution of the assignment issue.

Headquartered in Foothill Ranch, California, Kaiser AluminumCorporation -- http://www.kaiseraluminum.com/-- is a leading producer of fabricated aluminum products for aerospace and high-strength, general engineering, automotive, and custom industrialapplications. The Company filed for chapter 11 protection onFebruary 12, 2002 (Bankr. Del. Case No. 02-10429), and has soldoff a number of its commodity businesses during course of itscases. Corinne Ball, Esq., at Jones Day, represents the Debtorsin their restructuring efforts. On June 30, 2004, the Debtorslisted $1.619 billion in assets and $3.396 billion in debts.(Kaiser Bankruptcy News, Issue No. 82; Bankruptcy Creditors'Service, Inc., 215/945-7000)

KAISER ALUMINUM: Court Approves LMC & Castlewood Settlement Pact----------------------------------------------------------------As previously reported in the Troubled Company Reporter onOct. 31, 2005, Kaiser Aluminum Corporation and its debtor-affiliates asked the U.S. Bankruptcy Court for the District ofDelaware to approve their Settlement Agreements with London MarketCompanies and Castlewood Companies.

Settlement Pacts with LMC & Castlewood

The principal terms of the Settlement Agreements are essentiallysimilar. London Market Companies will pay KACC $63,319,134 whileCastlewood Companies will pay $7,326,573. The Insurers will pay50% of the amount into a settlement account immediately uponapproval of the Settlement Agreements. The remaining half will bepaid when the Plan of Reorganization is confirmed and the AsbestosTrust begins payment on the claims.

The salient terms governing the Settlement Agreements are:

a. Upon the Trigger Date, the London Marker Companies and Castlewood Settlement Fund will be transferred to an Insurance Escrow Account established pursuant to a prior Court order. The Trigger Date will be the later of:

-- the Order approving the Settlement Agreements becomes a Final Order;

-- the Order confirming the Debtors' Plan of Reorganization becomes a Final Order; and

-- the occurrence of the Plan Effective Date.

Upon the transfer of the Settlement Funds to the Insurance Escrow Accounts, legal and equitable title to each Settlement Fund will pass irrevocably to the Insurance Escrow Agents to be distributed pursuant to the Plan of Reorganization;

b. KACC will release all of its rights under the Policies, subject to certain conditions and to dismiss the London Market Companies and the Castlewood Companies from the Products Coverage Action, the Premises Coverage Action and the Ships Coverage Action;

c. The Settlement Agreements cover all claims that might be covered by the Policies and, accordingly, constitute a policy buy-out of the London Market Companies' and the Castlewood Companies' participation shares in the Policies, except for the Aviation Products Policies as to which KACC retains certain rights; and

e. The Settlement Agreements contain certain rights of termination, including if Asbestos Legislation were to be enacted into a law by December 31, 2005.

Judge Fitzgerald approved the Settlement Agreements in allrespects. The Court overruled all objections that have not beenwithdrawn, waived, or settled.

Headquartered in Foothill Ranch, California, Kaiser AluminumCorporation -- http://www.kaiseraluminum.com/-- is a leading producer of fabricated aluminum products for aerospace and high-strength, general engineering, automotive, and custom industrialapplications. The Company filed for chapter 11 protection onFebruary 12, 2002 (Bankr. Del. Case No. 02-10429), and has soldoff a number of its commodity businesses during course of itscases. Corinne Ball, Esq., at Jones Day, represents the Debtorsin their restructuring efforts. On June 30, 2004, the Debtorslisted $1.619 billion in assets and $3.396 billion in debts.(Kaiser Bankruptcy News, Issue No. 82; Bankruptcy Creditors'Service, Inc., 215/945-7000)

Judge Rhoades dismissed the Debtors' bankruptcy cases on Oct. 25,2005, based on the motion of MLSBF, L.P., the Debtors' pre-petition lender.

Prior to the Debtors' bankruptcy filing, Matthew Lineback ownedand operated an automobile sales and service company known asLineback/Advantage, Inc. Mr. Lineback also controls LBackDevelopment and Exotic Car, which both own separate real estate inPlano, Texas.

In January 2005, Lineback/Advantage ceased operations. At aboutthe same time, MLSBF filed a collection action in the State Courtagainst Mr. Lineback, Lineback/Advantage and the Debtors, andposted the real estate owned by Lback for a non-judicialforeclosure sale on April 5, 2005.

LBack and Exotic filed their respective Plans of Reorganizationsand Disclosure Statements in the jointly administered case ofLBack on July 29, 2005. According to their Plans, a new businesscalled Willowbend Auto Expo would operate on the real estate ownedby LBack and would be managed by Mr. Lineback. LBack's business,in turn, would be funded by monthly rental payments fromWillowbend Auto Expo.

MLSBF explains that Willowbend had been operating at a loss sinceits began operations in August 2005 and had not met its financialprojections under a financial plan by the Debtors.

On Oct. 3, 2005, LBack and Exotic filed their respective amendedplans of reorganization. The Debtors intended that the amendedplan filed by LBack would be funded by Ms. Peggy Anderson -- Mr.Lineback's grandmother -- but Ms. Anderson has not entered intoany written commitment to fund LBack's amended plan.

MLSBF revealed that Mr. Lineback is a defendant in a number ofstate court lawsuits, and there was no evidence that Ms. Anderson,her daughter or Mr. Lineback has the financial ability to fundLBack's amended plan.

Based on MLSBF's motion, Judge Rhoades concludes that:

1) the chapter 11 cases of LBack Development and Exotic Car were filed in bad faith and there is a continuing loss or diminution of the Debtors' estates; and

2) there is no reasonable likelihood of rehabilitation and the Debtors are unable to effectuate any plans of reorganization and they have failed to propose feasible chapter 11 plans within the time fixed by the Court

LEVITZ HOME: Wants Court to Approve Uniform Asset Sale Procedures----------------------------------------------------------------- Levitz Home Furnishings, Inc., and its debtor-affiliates commencedtheir Chapter 11 cases to obtain capital so that they can completetheir cost-saving and other initiatives that began in April 2005.

With the infusion of $25,000,000 of postpetition financing in thenear term and the opportunity to raise additional capital througha Chapter 11 sale as a going concern, the Debtors seek to ensurethat their estate reaps the benefit of almost $40,000,000 ofsavings from:

(i) their decision to focus on only the Levitz brand and not the Seaman's brand; and

(ii) their efforts to eliminate inefficiencies in their supply chain and corporate overhead.

According to Richard H. Engman, Esq., at Jones Day, in New York,to maximize the value of their assets, the Debtors propose toimplement a multi-track strategy, which will enable them toconduct an auction for all types of bids for substantially all oftheir assets, including, but not limited to, Bids for:

(i) retail locations;

(ii) some or all of their leasehold interests or designation rights for particular Leases;

(iii) interests in accounts receivables, intellectual property and other intangibles;

(iv) goods and merchandise or agency rights for the disposition of the Merchandise; or

(v) the right to augment their inventory.

Due to time constraints, the Debtors plan to dispose their Assetseven without a traditional "stalking horse" bidder.

Bidding Procedures

By this motion, the Debtors ask the U.S. Bankruptcy Court for theSouthern District of New York to approve bidding procedures thatwill provide an appropriate framework for selling the OfferedAssets that make up the Debtors' business in a uniform fashion andenable the Debtors to review, analyze, and compare all Bidsreceived to determine which Bid is in the best interests of theDebtors' estates and creditors.

The Debtors require Bids from Potential Bidders to be submittedby 5:00 p.m. (Eastern Time) on Nov. 25, 2005. The Debtorsintend to conduct an auction on November 30 at the offices ofJones Day, 222 East 41st Street, in New York.

The Debtors also seek permission to enter into any agreementsrequired to consummate the transaction proposed by the winningBid or Bids. The Debtors ask the Honorable Burton R. Lifland ofthe Southern District of New York Bankruptcy Court to schedule theSale Hearing on December 6, 2005.

Form Agreement

To facilitate the Auction process and assist potential bidders inpreparing Bids for the Offered Assets, the Debtors will providebidders with a copy of a form of asset purchase agreement, leasedesignation rights agreement, or lease assignment agreement withrespect to the Offered Assets described in the potential bidder'sexpression of interest, upon which agreements Bids can be based.

The use of uniform agreements will enable the Debtors and otherparties-in-interest to easily compare and contrast the differingterms of the Bids at the Auction.

The Form Agreements will each provide for the sale of theapplicable assets "AS IS," "WHERE IS," and free and clear ofliens, claims, and encumbrances as and to the extent permitted bySection 363(f) of the Bankruptcy Code. The Form Agreements willcontain terms and conditions commonly used in sales of thisnature.

Participation Requirements

Any person or entity wishing to bid on some or all of the OfferedAssets must deliver to the Debtors an executed confidentialityagreement, and a statement demonstrating a bona fide interest inpurchasing some or all of the Offered Assets.

The Debtors will provide the Potential Bidder:

(i) access to the Debtors' confidential electronic data room containing information and financial data with respect to the Offered Assets; and

(ii) a copy of a form of asset purchase agreement, lease designation rights agreement, or lease assignment agreement with respect to the Offered Assets described in the Potential Bidder's expression of interest.

Due Diligence

Due diligence may be conducted through and including November 30,2005. In addition to access to the Data Room, the Debtors willafford any Potential Bidder the due diligence access oradditional information until earlier of (1) the date on which thePotential Bidder becomes a Non-Qualified Bidder, or (2) the BidDeadline.

Determination of Qualified Bidders

No later than 5:00 p.m. (Eastern Time) on Nov. 25, 2005, eachPotential Bidder interested in maintaining its participation inthe Bidding Process must provide:

(a) written and electronic copies of its bid to Levitz, with copies to:

(b) current audited financial statements that will guarantee the obligations of the Potential Bidder, or other form of satisfactory evidence of committed financing or other ability to perform acceptable to Debtors.

Potential Bidders that fail to provide a Qualifying Proposal bythe Bid Deadline will be disqualified from further participationin the Bidding Process.

On or before Nov. 29, 2005, at 10:00 a.m. (Eastern), the Debtorswill provide Potential Bidders with:

(a) notice of whether the Potential Bidder has been designated by the Debtors to be a Qualified Bidder or a Non-Qualified Bidder;

(b) the basis for any determination that a Potential Bidder is a Non-Qualified Bidder; and

(c) copies of the Baseline Bid.

The Debtors may enter into an agreement that provides for thereimbursement of a Potential Bidder's expenses to the extentthat the Debtors determine that the provision of the ExpenseReimbursement will be beneficial to their estates and the auctionand sale process.

Bid Requirements

To be qualified, a Bid must offers to purchase all or any portionof the Offered Assets upon the terms and conditions set forth inan agreement that has been marked to show any proposed amendmentsand modifications to the Form Agreement with respect to theOffered Assets.

A Qualified Bid must be accompanied by:

-- written evidence of available cash, a commitment for financing or ability to obtain a satisfactory commitment if selected as the Successful Bidder, and other evidence of ability to consummate the transaction as the Debtors may reasonably request;

-- a copy of a board resolution or similar document demonstrating the authority of the Qualified Bidder to make a binding and irrevocable bid on the terms proposed;

-- any pertinent factual information regarding the Qualified Bidder's operations that would assist the Debtors in their analysis of any regulatory or other issues that may effect or delay consummation of a transaction with the Qualified Bidder;

-- to the extent the Qualified Bidder proposes to include non-cash instruments or similar consideration in its bid, the form of notes or other type of instrument and any other information that is necessary or requested for the Debtors to evaluate the value of the non-cash consideration; and

-- to the extent that the Qualified Bidder proposes to condition its bid upon the assumption and assignment of executory contracts or unexpired Leases, a schedule showing the contracts or Leases to be assumed and assigned together with evidence of the Qualified Bidder's ability to provide adequate assurance of future performance of the contracts or Leases.

A Qualified Bidder must also provide a good faith deposit equalto 10% of the purchase price.

The Qualified Bidder's offer is not subject to any due diligencecontingency and is irrevocable until 48 hours after the earlierof:

(i) the closing of the sale of the applicable Offered Assets, whether or not to such Qualified Bidder; or

(ii) January 30, 2006.

Auction

The Debtors will determine, based on the nature of the QualifiedBids received, whether to:

(a) conduct separate Auctions for the sale of individual assets or

(b) conduct a single Auction of all of the Offered Assets.

For each Auction to be conducted, the Debtors will select thehighest or otherwise best bid to serve as the starting point forthe Auction. The Baseline Bid may be comprised of thecombination of more than one Qualified Bid.

Any holder of Senior Secured Notes issued by Levitz will bepermitted to attend the Auction for purposes of exercising itsrights to bid for the Offered Assets.

Participants will be permitted to increase their bids and will bepermitted to bid based only upon the terms of the Baseline Bid.The bidding will start at the purchase price and terms proposedin the Baseline Bid, and continue in increments of at least$100,000 in cash or cash equivalents.

For the purpose of determining the Baseline Bid and whether aQualified Bid submitted at the Auction is higher or otherwisebetter, the Qualified Bid will be valued based on:

(a) the purported amount of the Qualified Bid;

(b) the fair value to be provided to the Debtors under the Qualified Bid;

(c) the risks associated with any non-cash consideration in any Qualified Bid;

(d) the ability to close the proposed sale transaction on or before December 15, 2005; and

(e) any other factors that the Debtors, in consultation with the Official Committee, the Ad Hoc Committee, and the GE's Counsel, may deem relevant.

Upon the submission of any bid at the Auction, the Debtors willannounce to all participants whether the bid submitted is higheror otherwise better than the previously submitted bid and thebasis for that determination.

Immediately prior to the conclusion of any Auction, the Debtorswill:

(a) review each bid made at the Auction on the basis of financial and contractual terms and the factors relevant to the sale process, including those factors affecting the speed and certainty of consummating the proposed sale;

(b) in their discretion, identify the highest and best bid for the applicable Offered Assets at the Auction; and

(c) notify all Qualified Bidders participating in the Auction, prior to its adjournment, of the name or names of the Qualified Bidders making the Successful Bid for the applicable Offered Assets, and the amount and other material terms of the Successful Bid.

At the closing of the transaction contemplated by the SuccessfulBid, the Successful Bidder will be entitled to a credit for theamount of its Good Faith Deposit.

Return of Good Faith Deposit

The Good Faith Deposits of all Qualified Bidders will be retainedin a segregated bank account, notwithstanding Bankruptcy Courtapproval of a sale to a Successful Bidder, until 48 hours afterthe earlier of (1) closing of the approved sale or (2) 45 daysafter the Sale Hearing.

If the Successful Bidder does not close the approved sale, theDebtors will have the right to present any other bid, whethermade prior to or at the Auction, to the Bankruptcy Court forapproval.

Sale Objections

Objections to (a) any sale of Offered Assets to a SuccessfulBidder, or (b) the assumption and assignment of any executorycontracts or unexpired Leases, must be made in writing, state thebasis of the objection with specificity, and be filed with theCourt and served by November 30, 2005.

Headquartered in Woodbury, New York, Levitz Home Furnishings, Inc.-- http://www.levitz.com/-- is a leading specialty retailer of furniture in the United States with 121 locations in majormetropolitan areas principally the Northeast and on the West Coastof the United States. The Company and its 12 affiliates filed forchapter 11 protection on Oct. 11, 2005 (Bank. S.D.N.Y. Lead CaseNo. 05-45189). David G. Heiman, Esq., and Richard Engman, Esq.,at Jones Day, represent the Debtors in their restructuringefforts. When the Debtors filed for protection from theircreditors, they reported $245 million in assets and $456 millionin debts. (Levitz Bankruptcy News, Issue No. 4; BankruptcyCreditors' Service, Inc., 215/945-7000)

LEVITZ HOME: Committee Wants to Hire Kronish Lieb as Counsel------------------------------------------------------------ The Official Committee of Unsecured Creditors of Levitz HomeFurnishings, Inc., and its debtor-affiliates seeks the U.S.Bankruptcy Court for the Southern District of New York'spermission to retain Kronish Lieb Weiner & Hellman LLP as itscounsel, effective Oct. 20, 2005.

Kronish Lieb's expertise in representing unsecured creditors inChapter 11 cases throughout the United States, on the one hand,and its expertise with respect to bankruptcy and the local rulesas well as its proximity to the Court, on the other hand, willprovide efficient representation to the Creditors Committee,Committee chairperson Richard E. Caruso relates.

As counsel, Kronish Lieb will:

(i) attend the meetings of the Creditors Committee;

(ii) review financial information furnished by the Debtors to the Committee;

(iii) review and investigate the liens of purported secured party or parties;

(iv) confer with the Debtors' management and counsel;

(v) coordinate efforts to sell the Debtors' assets in a manner that maximizes the value for the unsecured creditors;

(vi) review the Debtors' schedules of assets and liabilities, statement of affairs and business plan;

(vii) advise the Committee as to the ramifications regarding all of the Debtors' activities and motions before the Court;

(viii) file appropriate pleadings on behalf of the Committee;

(ix) review and analyze accountant's work product and reports to the Committee;

(x) provide the Committee with legal advice in relation to the case;

(xi) prepare various applications and memoranda of law submitted to the Court for consideration and handle all other matters relating to the representation of the Committee that may arise;

(xii) assist the Committee in negotiations with the Debtors and other parties-in-interest on any plan of reorganization or liquidation that may be proposed; and

(xiii) perform other legal services for the Committee as may be necessary or proper in these proceedings.

Kronish Lieb will be paid for its services in accordance with theFirm's customary hourly rates. The attorneys that will primarilyprovide representation to the Committee and their current hourlyrates are:

Kronish Lieb will seek reimbursement of all out-of-pocketexpenses incurred in connection with the representation.

Jay R. Indyke, Esq., member of Kronish Lieb, discloses that theFirm had represented Asset Disposition Advisors, LLC, Newsday,Inc., and the official committee of equity holders of BushIndustries, in matters unrelated to the Debtors' Chapter 11cases. Kronish Lieb currently represents CIT Business Credit,Inc., in an unrelated matter.

An attorney at Kronish Lieb, Charles Shaw, is a former associateat Skadden Arps, Slate, Meagher & Flom LLP, which was counsel tothe Debtors in their previous bankruptcy proceeding, whichconcluded in 2001. Mr. Shaw will not work on the Debtors' caseand Kronish Lieb will create a screening wall so that noinformation about the current bankruptcy proceeding will beshared with Mr. Shaw.

Headquartered in Woodbury, New York, Levitz Home Furnishings, Inc.-- http://www.levitz.com/-- is a leading specialty retailer of furniture in the United States with 121 locations in majormetropolitan areas principally the Northeast and on the West Coastof the United States. The Company and its 12 affiliates filed forchapter 11 protection on Oct. 11, 2005 (Bank. S.D.N.Y. Lead CaseNo. 05-45189). David G. Heiman, Esq., and Richard Engman, Esq.,at Jones Day, represent the Debtors in their restructuringefforts. When the Debtors filed for protection from theircreditors, they reported $245 million in assets and $456 millionin debts. (Levitz Bankruptcy News, Issue No. 4; BankruptcyCreditors' Service, Inc., 215/945-7000)

LEVITZ HOME: Committee Taps XRoads Solutions as Financial Advisor-----------------------------------------------------------------Pursuant to Sections 327(a), 328(a) and 1103 of the BankruptcyCode, the Official Committee of Unsecured Creditors of Levitz HomeFurnishings, Inc., and its debtor-affiliates asks the U.S.Bankruptcy Court for the Southern District of New York forpermission to retain XRoads Solutions Group, LLC, as its financialadvisor, nunc pro tunc to Oct. 26, 2005.

Richard E. Caruso, chairperson of the Creditors Committee,relates that the Committee selected XRoads because of itsexperience in representing creditors committees and retaildebtors.

Pursuant to an Engagement Letter, XRoads will provide:

a. review and analysis of the Debtors' operating results and uses of cash;

b. analysis and advice on any proposed asset sales and divestitures;

c. advice to the Creditors Committee and its counsel regarding any proposed business plan, plan of reorganization, and any negotiations relating thereto;

d. review and evaluation of any proposed liquidation or winding up of the Debtors' affairs and in regard to the proposed allocation and distribution of any proceeds.

XRoads will be paid for its services in accordance with theFirm's customary hourly rates:

XRoads' total hourly fees for the engagement will be capped at$350,000. Furthermore, the maximum monthly cash payment payableto XRoads for its hourly fees in any calendar month during theterm of the engagement will be $70,000.

Any hourly fees payable to XRoads in excess of the Monthly CashPayment Cap will be deposited with Kronish Lieb Weiner & HellmanLLP, which will hold the amount in escrow as deferred fees,subject to any holdbacks imposed by the Court. Kronish Lieb willrelease and deliver to XRoads the applicable Deferred Fees withintwo business days after XRoads files its application for interimor final fee applications, as applicable, covering the months ofDeferred Fees.

The Creditors Committee, in its sole discretion, may seek anincrease of the Fee Cap up to $100,000. Any fees payable toXRoads over the Fee Cap will be paid to XRoads at the earlier of:

(i) the conclusion of XRoads' engagement; and

(ii) the sale or liquidation of all or substantially all of the Debtors' assets.

XRoads will seek compensation and reimbursement of expenses forthe provision of financial advisory services in accordance withthe Bankruptcy Code, the Federal Rules of Bankruptcy Procedure,the Local Bankruptcy Rules and any Court orders.

David Peress, a principal at XRoads, discloses that the Firm orits clients have transacted with these entities in mattersunrelated to the Debtors' Chapter 11 cases:

Headquartered in Woodbury, New York, Levitz Home Furnishings, Inc.-- http://www.levitz.com/-- is a leading specialty retailer of furniture in the United States with 121 locations in majormetropolitan areas principally the Northeast and on the West Coastof the United States. The Company and its 12 affiliates filed forchapter 11 protection on Oct. 11, 2005 (Bank. S.D.N.Y. Lead CaseNo. 05-45189). David G. Heiman, Esq., and Richard Engman, Esq.,at Jones Day, represent the Debtors in their restructuringefforts. When the Debtors filed for protection from theircreditors, they reported $245 million in assets and $456 millionin debts. (Levitz Bankruptcy News, Issue No. 4; BankruptcyCreditors' Service, Inc., 215/945-7000)

(b) assist in the determination of liens and claims of secured and unsecured creditors;

(c) assist in the pursuit and defense of motions and adversary proceedings; and

(d) provide other general legal advice and representation.

The Debtor discloses that the Firm was paid a $50,000 retainerprepetition from the Debtor's cash collateral with the consent ofLaSalle Business Credit, LLC. The Debtor further discloses thatLaSalle has agreed to a carve-out provision in the Debtor's use ofcash collateral in the maximum amount of $100,000 for payments ofapproved fees to Bailey Roberts.

To the best of the Debtor's knowledge, the Firm is a"disinterested person" as that term is defined in Section 101(14)of the Bankruptcy Code.

The Debtor tells the Court that the Firm was paid a $90,000retainer pre-petition from the Debtor's cash collateral. TheDebtor states that LaSalle Business Credit has agreed to a carve-out provision in the Debtor's use of cash collateral for paymentsof approved fees to Corporate Revitalization.

To the best of the Debtor's knowledge, the Firm is a"disinterested person" as that term is defined in Section 101(14)of the Bankruptcy Code.

MAGELLAN HEALTH: Robert Haft Resigns; Audit Committee Lacks Member------------------------------------------------------------------Magellan Health Services, Inc. (Nasdaq:MGLN) has received noticefrom the Nasdaq Stock Market that, although it does not currentlycomply with the requirement of Nasdaq Marketplace Rule 4350(d)(2)mandating an audit committee of at least three members, it canrely on the temporary grace period of the rules allowing atwo-member audit committee. Magellan's Audit Committee currentlyhas two members, a result of the recently announced resignation ofRobert Haft as a director and member of the committee. The rulespermit, in the event of a vacancy, a two-member committee for atemporary period. The Company expects to fill the vacancy on itsAudit Committee in the near future.

Headquartered in Farmington, Conn., Magellan Health Services(Nasdaq:MGLN) is the country's leading behavioral health diseasemanagement organization. Its customers include health plans,corporations and government agencies. The Company filed forchapter 11 protection on March 11, 2003 (Bankr. S.D.N.Y. Case No.03-40515). The Court confirmed the Debtors' Third Amended Plan onOct. 8, 2003, allowing the Company to emerge from bankruptcyprotection on Jan. 5, 2004.

* * *

As reported in the Troubled Company Reporter on May 5, 2005,Standard & Poor's Ratings Services revised its outlook on MagellanHealth Services Inc. to positive from stable. At the same time,Standard & Poor's affirmed its 'B+' counterparty credit rating onMagellan and its 'B+' issue credit ratings assigned to Magellan's$241 million 9.375% senior notes due November 2008 and its$185 million credit facility due August 2008.

MIDLAND COGEN: Fitch Lowers Secured Lease Bonds to BB- from BB--------------------------------------------------------------Fitch Ratings has downgraded to 'BB-' from 'BB' the ratings onMidland Cogeneration Venture LP's taxable and tax-exemptoutstanding secured lease obligation bonds due 2006 and 2009,respectively, and placed the ratings on Rating Watch Negative.This action is a result of greater than anticipated dispatch atthe MCV facility and Fitch's current outlook for natural gasprices. While MCV has claimed savings in excess of $40 millionunder the Resource Conservation Plan, the combination of increaseddispatch and persistently high natural gas prices could expeditethe depletion of MCV's cash reserves going forward. The RatingWatch will be resolved pending an upcoming comprehensive analysisof MCV's projected financial performance.

MCV consists of a nominal 1,500-MW gas-fired combined-cyclecogeneration qualifying facility located in Midland County,Michigan, which supplies electric energy and capacity to ConsumersEnergy, electric energy and steam to Dow Chemical, and steam toDow Corning. MCV is a limited partnership jointly owned bysubsidiaries of CMS Energy, El Paso Corp. and Dow Chemical. Thetaxable debt was issued by Midland Funding Corp. II, a specialpurpose-funding vehicle created to partially finance thesale-leaseback of the facility in 1990. The tax-exempt debt wasissued by the Economic Development Corp. of the County of Midlandon behalf of the owner-trustees.

MIRANT CORP: Names Thomas Cason to Proposed Board of Directors--------------------------------------------------------------Mirant (Pink Sheets: MIRKQ) reported that Thomas W. Cason has beennamed to join the company's proposed nine-member board ofdirectors, pursuant to its Plan of Reorganization. Appointmentsfor all board members become effective upon the company'semergence from Chapter 11 bankruptcy protection.

Mr. Cason, 62, has more than 30 years of corporate auditing andfinance experience. Mr. Cason has served as chief financialofficer at Baker Hughes Incorporated, a worldwide leader in energyservices, and as interim president and chief operating officer atKey Tronic Incorporated, a leading supplier of computertechnology. Mr. Cason also held a number of auditing positionsduring his seven-year career with Arthur Young & Company.

Mr. Cason also has extensive experience serving on corporateboards of directors, including those of Global SantaFeCorporation, where he chairs the company's audit committee; GlobalMarine, Inc.; Key Tronic, Inc.; and Purolator Products Company.

Mr. Cason graduated with a B.S. in accounting from Louisiana StateUniversity and served in the United States Marine Corps from 1961-1966. Mr. Cason is married with four children.

Mr. Cason satisfies the New York Stock Exchange definition of anindependent director and has no direct affiliation with anymembers of Mirant's bankruptcy committees. One additional memberwill be named to Mirant's board, in accordance with the Plan.

Headquartered in Atlanta, Georgia, Mirant Corporation --http://www.mirant.com/-- is a competitive energy company that produces and sells electricity in North America, the Caribbean,and the Philippines. Mirant owns or leases more than 18,000megawatts of electric generating capacity globally. MirantCorporation filed for chapter 11 protection on July 14, 2003(Bankr. N.D. Tex. 03-46590). Thomas E. Lauria, Esq., at White &Case LLP, represents the Debtors in their restructuring efforts.When the Debtors filed for protection from their creditors, theylisted $20,574,000,000 in assets and $11,401,000,000 in debts.

The fourth-largest loan is over 90 days delinquent and is securedby a 757,784-sq.-ft. distribution center built in 1998 in Tulsa,Oklahoma. The collateral consists of 113 acres and thedistribution center situated thereon. The building, which has35-foot clear heights and a mix of climate-controlled andrefrigerated space, was characterized as "good" in a July 2005inspection. The loan was transferred to the special servicer,GMAC Commercial Mortgage Corp., following the bankruptcy filing ofthe sole tenant, Fleming Cos. Inc., in 2003 and its subsequentrejection of the lease for the collateral property. The borrowerunsuccessfully tried to find new tenants while operating under aforbearance agreement for the past two years. The trust will taketitle to the property via a deed-in-lieu foreclosure. An as-isappraisal from August 2005 valued the collateral at $15.5 million,which is the basis for the $15.5 million appraisal reductionamount in effect on the loan.

Another loan for $9.6 million is also with the special servicerand is secured by the 228-unit Magnolia Ridge Apartments inMetairie, Louisiana. The loan is between 60 and 90 daysdelinquent and was recently transferred to the special servicerbecause of the payment delinquency. The collateral propertysustained only minor wind damage from Hurricane Katrina, but issuffering from weak occupancy following the hurricane because theresidents have not yet returned to the area. Once local residentsare allowed to return, the borrower expects to improve occupancyquickly. No losses are expected on the loan at this time.

As of the remittance report dated Nov. 15, 2005, the collateralpool consisted of 232 loans with an aggregate principal balance of$825.7 million, compared with 269 loans totaling $909.6 million atissuance. The master servicer, also GMACCM, provided year-end2004 net cash flow debt service coverage figures for 82% of thepool, which excludes 41 National Consumer Cooperative Bankcooperative loans and three defeased loans. Based on thisinformation, Standard & Poor's calculated a weighted average DSCof 1.39x, down substantially from 2.37x at issuance. All of theloans in the pool are current except for the previously mentionedtwo loans, which are the only loans with the special servicer.The trust has not experienced a loss to date, and the previouslymentioned appraisal reduction amount is the only one outstanding.

The top 10 loans have an aggregate outstanding balance of$306.4 million. The weighted average DSC for the top 10 loans is1.03x, down significantly from 1.55x at issuance. The relativelylow DSC reflects the performance decline for the propertiessecuring six of the 10 largest loans. Standard & Poor's reviewedproperty inspections for the collateral securing the 10 largestloans, and all were characterized as "excellent" or "good."

At issuance, three of the 10 largest loans exhibited creditcharacteristics consistent with investment-grade rated obligationsin the context of their inclusion in the pool. The pari passucomponent of the One Seaport Plaza loan and the A note componentof the 2731 San Tomas Expressway loan have maintained theirrespective credit characteristics. The aforementioned TulsaDistribution Center loan no longer has credit characteristicsconsistent with investment-grade rated obligations. Additionally,the 41 NCCB cooperative loans have maintained their creditcharacteristics consistent with 'AAA' rated obligations in thecontext of their inclusion in the pool.

As of Nov. 7, 2005, GMACCM reported a watchlist of 42 loans withan aggregate outstanding balance of $257.8 million, including fiveloans from the top 10. The largest loan in the pool is on thewatchlist and is secured by the 341,701-sq.-ft. office buildinglocated at 77 P Street in Washington, D.C. The DSC fell to 1.07xfor year-end 2004 due to rent concessions to the governmentagencies that occupy the entire property. The concessions haveended and the DSC is now expected to rise above the 1.10xwatchlist threshold. Also, the property was recently assumed at aprice substantially above the debt amount.

The second-largest loan in the pool is on the watchlist andconsists of a pari passu component of the loan on One SeaportPlaza in New York, New York. The 1 million-sq.-ft. officebuilding experienced significant lease expirations, but is now 97%occupied and is expected to perform well going forward.

The third-largest loan in the pool is on the watchlist and issecured by the 126,065-sq.-ft. Richards Building, an officebuilding located near the MIT campus in Cambridge, Massachusetts.The loan is on the watchlist due to the upcoming lease expirationsfor the second- and third-largest tenants in the building. Whilethe tenants are expected to renew their respective leases for45,161 sq. ft. and 7,357 sq. ft., neither has done so yet. TheDSC was 1.68x and occupancy was 100% for year-end 2004.

The fifth-largest loan in the pool is on the watchlist and issecured by the 250,322-sq.-ft. Northwestern Corporate Center, anoffice complex located in Southfield, Michigan, outside ofDetroit. The loan is on the watchlist following the loss ofseveral large tenants at the property. The borrower has had somesuccess attracting new tenants and is negotiating with severalother tenants to take additional space at the collateral property.The DSC was 0.92x as of year-end 2004, while occupancywas 72% as of March 31, 2005.

The ninth-largest loan is secured by a 347-unit multifamilyproperty in the Dallas suburb of Frisco, Texas. The loan is onthe watchlist following a DSC decline to 1.21x as of year-end2004, down from 1.67x at issuance, resulting from the weakapartment market in the area around the collateral property. Theoccupancy was 90% as of Dec. 31, 2004, and the collateral wascharacterized as "excellent" as of an inspection datedNov. 11, 2004.

Standard & Poor's stressed the loans on the watchlist, along withother loans with credit issues, as part of its pool analysis. Theresultant credit enhancement levels support the lowered andaffirmed ratings.

For the three months ended Sept. 30, 2005, NexMed reported a$3,192,347 net loss on $2,502 of royalties and research anddevelopment fees, as compared to a $4,716,253 net loss on $63,457of royalties and research and development fees for the same periodin 2004. NexMed has experienced net losses and negative cashflows from operations since its inception.

Management attributed the decrease in net loss in the thirdquarter primarily due to the completion of the Phase I clinicaltrial and certain pre-clinical studies for the Company's NM100060nail lacquer leading up to the signing of the exclusive globallicensing agreement with Novartis International PharmaceuticalLtd.

Under the licensing agreement, Novartis acquired the exclusiveworldwide rights to NM100060 and would assume all furtherdevelopment, regulatory, manufacturing and commercializationresponsibilities as well as costs.

Novartis agreed to pay NexMed up to $51 million in upfront andmilestone payments on the achievement of specific development andregulatory milestones, including an initial $4 million cashpayment at signing. The Company is also eligible to receiveroyalties based upon the level of sales achieved. Further, theCompany will also be receiving reimbursements of third partypreclinical study costs up to $3.25 million.

NexMed's balance sheet showed $17,267,000 of assets at Sept. 30,2005, and liabilities totaling $12,855,763. Through Sept. 30,2005, the Company had an accumulated deficit of $114,440,646.

Going Concern Doubt

PricewaterhouseCoopers LLP expressed substantial doubt aboutNexMed's ability to continue as a going concern after it auditedthe Company's financial statements for the year ended Dec. 31,2004 2003 and 2002. The auditing firm pointed to the Company'srecurring losses, negative cash flows from operations and limitedcapital resources.

Headquartered in Robbinsville, New Jersey, NexMed -- http://www.nexmed.com-- is an emerging drug developer that is leveraging its proprietary drug technology to develop a pipelineof innovative pharmaceutical products to address significant unmetmedical needs. The Company is currently focusing its efforts onnew and patented topical pharmaceutical products based on apenetration enhancement drug delivery technology known asNexACT(R), which may enable an active drug to be better absorbedthrough the skin. The Company is working with variouspharmaceutical companies to explore the incorporation of NexACT(R)into their existing drugs as a means of developing new patient-friendly transdermal products and extending patent lifespans andbrand equity.

NORTHWEST AIRLINES: Dorsey & Whitney Approved as ERISA Counsel--------------------------------------------------------------The U.S. Bankruptcy Court for the Southern District of New Yorkapproved Northwest Airlines Corporation and its debtor-affiliates'request to retain Dorsey & Whitney as special counsel.

The Debtors utilized the law firm of Dorsey & Whitney LLP beforethe Petition Date to handle matters concerning the EmployeeRetirement Income Security Act of 1974, antitrust litigation,employment law and commercial law issues. The Debtors believethat the continued retention of Dorsey as Special Litigation,ERISA and Commercial Law Counsel is in the best interest of theirestates. The Debtors believe that Dorsey is qualified to serve asspecial counsel pursuant to Section 327(e) of the Bankruptcy Code.

Dorsey will represent the Debtors in ongoing antitrustlitigation, in various ERISA matters, and in various employmentlitigation and other commercial law matters. The Firm will alsoperform all other necessary legal services in furtherance of itsrole as special Litigation, ERISA and Commercial Law Counsel forthe Debtors.

The Debtors will compensate Dorsey for its services inaccordance with the Firm's hourly rates. The principal attorneysand paralegals at Dorsey designated to represent the Debtors andtheir standard hourly rates are:

The Debtors will also reimburse the Firm for necessary expensesincurred.

Prior to the Petition Date, the Firm received $225,000 asretainer from the Debtors. According to Thomas Tinkham, apartner at Dorsey, the retainer was paid for services to berendered and expenses to be incurred in connection with thesecases prepetition and postpetition. Mr. Tinkham explained thatthe retainer was first credited toward all amounts owing forprepetition services before applying the remainder as a generalretainer.

Mr. Tinkham attested that Dorsey is a "disinterested person"within the meaning of Section 101(14) of the Bankruptcy Code.

NORTHWEST AIRLINES: Court Approves Curtis as Conflicts Counsel--------------------------------------------------------------The U.S. Bankruptcy Court for the Southern District of New Yorkapproved Northwest Airlines Corporation and its debtor-affiliates'request to employ Curtis, Mallet-Prevost, Colt, and Mosle LLP asconflicts counsel for any matters that Cadwalader Wickersham &Taft LLP cannot handle directly during the Chapter 11 cases.

Curtis will:

(a) take all necessary action to protect and preserve the estates of the Debtors, including:

* the prosecution of actions on the Debtors' behalf;

* the defense of any actions commenced against the Debtors;

* the negotiation of disputes in which the Debtors are involved; and

* the preparation of objections to claims filed against the Debtors' estates;

(b) prepare on behalf of the Debtors all necessary motions, applications, answers, orders, reports and other papers in connection with the administration of the Debtors' estates;

(c) negotiate on behalf of the Debtors with their creditors and other parties of interest, including aircraft lessors and financiers and regulatory authorities; and

(d) perform all other necessary legal services in connection with the prosecution of the Debtors' Chapter 11 cases.

Steven J. Reisman, Esq., a member of Curtis, discloses that theFirm has received a $100,000 retainer from the Debtors forprofessional services rendered and to be rendered, and as anadvance against expenses incurred and to be incurred, inconnection with the Debtors' Cases.

Curtis has applied the retainer to services rendered and expensesincurred prepetition. The Firm will apply the balance topostpetition allowances of compensation and reimbursement ofexpenses as may be granted by the Court.

Mr. Reisman assures the Court that the Firm is a "disinterestedperson," as that term is defined in Section 101(14) of theBankruptcy Code, as modified by Section 1107(b), in that itsmembers, counsel and associates:

(1) are not creditors, equity security holders, or insiders of the Debtors;

(2) are not and were not investment bankers for any outstanding security of the Debtors;

(3) have not been, within three years before the Petition Date:

* investment bankers for a security of the Debtors; or

* attorneys for an investment banker in connection with the offer, sale or issuance of a security of the Debtors;

(4) are not and were not, within three years before the Petition Date, directors, officers, or employees of the Debtors or an investment banker; and

(5) have not represented any party in connection with matters relating to the Debtors -- although Curtis has certain relationships with other parties-in-interest and other professionals involved in the Debtors' Chapter 11 cases in connection with matters wholly unrelated to the Debtors.

Mr. Reisman informed the Court that various Curtis attorneys aremembers or may be participants in WorldPerks, the Debtors'frequent flyer program. In addition, a number of the Firm'sattorneys hold or may hold unused airplane tickets issued by theDebtors, and that refunds may be due to them.

Northwest Airlines Corporation -- http://www.nwa.com/-- is the world's fourth largest airline with hubs at Detroit,Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, andapproximately 1,400 daily departures. Northwest is a member ofSkyTeam, an airline alliance that offers customers one of theworld's most extensive global networks. Northwest and its travelpartners serve more than 900 cities in excess of 160 countries onsix continents. The Company and 12 affiliates filed for chapter11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930). Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq., atCadwalader, Wickersham & Taft LLP in New York, and Mark C.Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP inWashington represent the Debtors in their restructuringefforts. When the Debtors filed for protection from theircreditors, they listed $14.4 billion in total assets and $17.9billion in total debts. (Northwest Airlines Bankruptcy News,Issue No. 7; Bankruptcy Creditors' Service, Inc., 215/945-7000)

NORTHWEST AIRLINES: Can Employ Ordinary Course Professionals------------------------------------------------------------The U.S. Bankruptcy Court for the Southern District of New Yorkauthorized, on an interim basis, Northwest Airlines Corporationand its debtor-affiliates to employ and compensate certainprofessionals utilized in the ordinary course of their business.

According to Gregory M. Petrick, Esq., at Cadwalader, Wickersham& Taft LLP, in New York, these professionals render a wide rangeof legal, tax, real estate, finance, insurance, and otherservices for the Debtors that impact the Debtors' day-to-dayoperations. "It is essential that the employment of the OrdinaryCourse Professionals, many of whom are already familiar with theDebtors' affairs, be continued on an ongoing basis so as to avoidbusiness disruption," Mr. Petrick said.

The number of Ordinary Course Professionals involved, however,renders it costly and inefficient for the Debtors to submitindividual applications and proposed retention orders to theCourt for each professional, Mr. Petrick tells Judge Gropper.

In this regard, the Debtors proposed retention and compensationprocedures that will save the estates substantial expensesassociated with applying separately for the employment of eachprofessional. The procedures avoids the incurrence of needlessfees pertaining to preparing and prosecuting interim feeapplications and relieves the Court and the United States Trusteeof the burden of reviewing numerous fee applications involvingrelatively small amounts of fees and expenses.

The Debtors will require each Ordinary Course Professional tofile an affidavit with the Court, within the later of 30 daysafter approval of the Debtors' request, and the engagement of theprofessional during the Chapter 11 cases. The affidavit must setforth that the professional does not represent or hold anyinterest adverse to the Debtors or their estates.

The Debtors proposed to pay each Ordinary Course Professional, onan interim basis, and without an application to the Court by theprofessional, 100% of fees and disbursements incurred. Thepayments would be made following the submission to and approvalby the Debtors of appropriate invoices setting forth inreasonable detail the nature of the services rendered anddisbursements actually incurred.

However, subject to further Court order, if any Ordinary CourseProfessional's fees and disbursements exceed a total of $50,000per month or $500,000 for the duration of the Chapter 11 cases,then the payments to the professional for the excess amounts willbe subject to the prior approval of the Court.

A list of the Ordinary Course Professionals to be employed by theDebtors is available at no charge at:

OCEANTRADE CORPORATION: Hires Klestadt & Winters as Counsel-----------------------------------------------------------Oceantrade Corporation sought and obtained permission from theU.S. Bankruptcy Court for the Southern District of New York toemploy Klestadt & Winters, LLP, as its bankruptcy counsel, nuncpro tunc to Oct. 15, 2005.

The Debtor intends to liquidate its assets and sought protectionunder the bankruptcy code to get a breathing spell from numerousactions filed by creditors in The High Court of Justice, Queen'sBench Division, Commercial Court in England and in district courtsin the United States.

Klestadt & Winters helped the Debtor prepare and file forbankruptcy under chapter 11 of the U.S. Bankruptcy Code.

During the chapter 11 proceeding, Klestadt & Winters will:

a) advise and represent the Debtor on matters related to its bankruptcy case;

b) take all necessary actions to protect and preserve the Debtor's estate;

c) prepare all necessary motions, applications, answers, orders, reports, and papers in connection with the administration of this case;

d) advice the Debtor on its right and duties as debtor-in- possession; and

e) perform all other necessary legal services.

Klestadt & Winters' professionals and their current hourly billingrates are:

To the best of the Debtor's knowledge, Klestadt & Winters is a"disinterested person" as that term is defined in Section 101(14)of the Bankruptcy Code.

Headquartered in Rowayton, Connecticut, Oceantrade Corporationships dry bulk commodities and raw materials for cargo interestsand industrial groups worldwide. The Debtor filed for chapter 11protection on Oct. 15, 2005 (Bankr. S.D.N.Y. Case No. 05-48253).When the Debtor filed for protection from its creditors, it listed$1 million to $10 million in assets and $10 million to$50 million in debts.

OMEGA HEALTHCARE: Looks to Raise $53 Mil. in Public Stock Offering------------------------------------------------------------------Omega Healthcare Investors, Inc. (NYSE:OHI) priced the publicoffering of 4.5 million shares of its common stock at a price of$11.80 per share for gross proceeds of $53.1 million. Theoffering is being made pursuant to its effective shelfregistration statement. In addition, the Company has granted theunderwriters a 30-day option to purchase up to an additional675,000 shares of common stock to cover over-allotments, if any.

Headquartered in Timonium, Maryland, Omega HealthCare Investors,Inc. -- http://www.omegahealthcare.com/-- is a real estate investment trust investing in and providing financing to the long-term care industry. At Sept. 30, 2005, the company owned or heldmortgages on 216 skilled nursing and assisted living facilitieswith approximately 22,407 beds located in 28 states and operatedby 38 third-party healthcare operating companies.

ON SEMICONDUCTOR: Repays $66.4 Million of Jr. Subordinated Note---------------------------------------------------------------ON Semiconductor Corporation (NASDAQ: ONNN) has repaid$66.4 million of its 10% Junior Subordinated Note due 2011previously issued by the Company's subsidiary, SemiconductorComponents Industries, LLC. The repayment of a portion of thenote was financed with cash on hand and reduces the outstandingprincipal amount of the 10% Junior Subordinated Note toapproximately $91 million. This transaction is expected to enablethe Company to reduce its fourth quarter 2005 net interest expenseby approximately $0.6 million and its 2006 net interest expense byapproximately $5.1 million.

"Coupled with the recently announced conversion of our Series ACumulative Preferred Stock into common stock, this transactionrepresents another successful action taken by the Company toeliminate high cost securities from the balance sheet and improveour overall capital structure" said Donald Colvin, ONSemiconductor senior vice president and CFO. We have beenvery successful this year, growing cash, cash equivalents andshort-term investments by over $86 million through the first threequarters of 2005. As part of our financial strategy, we are usingthe cash generated from operations to reduce our overall debtlevels, starting with the highest cost debt first."

As reported in the Troubled Company Reporter on June 7, 2005,Standard & Poor's Ratings Services raised its corporate creditrating for Phoenix, Arizona-based ON Semiconductor Corp. toB+/Stable/-- from B/Positive/--.

"The action recognizes the company's improved debt-protectionmeasures following a series of debt and equity refinancing actionsin the past several quarters, as well as expectations thatoperating profitability, cash flows, and liquidity will remainnear recent levels," said Standard & Poor's credit analyst BruceHyman. The ratings continue to reflect its still-limited debt-protection measures and the company's position as a supplier ofcommodity semiconductors in a challenging operating environment,and adequate operating liquidity.

Revenues for the three-month period ended Oct. 2, 2005, fromcontinuing operations was $758,000, compared with revenues of$1.2 million for the same period one year ago. Revenues for thenine-month period ended Oct. 2, 2005, from continuing operationswas $2.2 million, compared with revenues of $3.5 million for thesame period one year ago.

The company reported a net loss applicable to common stockholdersof $396,000 for the third quarter of 2005, compared with a netloss applicable to common stockholders of $92,000 for the samequarter of 2004. For the first nine months of 2005, the companyreported a net loss applicable to common stockholders of$1.3 million, compared with a net loss applicable to commonstockholders of $1.032 million for the same period of 2004.

Headquartered in San Jose, California, OSE USA, Inc. -- http://www.ose.com/-- has been the nation's leading onshore advanced technology IC packaging foundry since 1992. In May 1999Orient Semiconductor Electronics Limited, one of Taiwan's top ICassembly and packaging services companies, acquired a controllinginterest in IPAC, boosting its US expansion efforts. OSEI alsoserves as the exclusive North American distributor for theaffiliated company OSE Philippines. OSEI derives its revenuesexclusively from fees received on the sales of OSE's and OSEP'ssemiconductor assembly and test services to customersheadquartered in North America.

After the closure of its US manufacturing operations, the Companyhas focused on servicing its customers through its offshoremanufacturing affiliates. OSE USA's customers include IC designhouses, OEMs, and manufacturers.

Notwithstanding these deficits and a clear statement that neitherprogram has the resources to fully satisfy long-term obligationsto plan participants, the PBGC says it has sufficient liquidity tomeet its obligations for a number of years.

Single Employer Program

As of Sept. 30, the single employer program reported assets of$56.5 billion and liabilities of $79.2 billion, according to theagency's annual Performance and Accountability Report submittedto Congress (a full-text copy of which is available athttp://www.pbgc.gov/docs/2005par.pdfat no charge). Accounting standards also required the PBGC to disclose the change in netposition that would have occurred as a result of subsequentevents. In addition to on-balance-sheet liabilities, the reportshowed that PBGC's exposure to losses from pension plans sponsoredby financially weak employers rose to $108 billion from $96billion the year before.

"Unfortunately, the financial health of the PBGC is notimproving," said Executive Director Bradley D. Belt. "The moneyavailable to pay benefits is eventually going to run out unlessCongress enacts comprehensive pension reform to get plans betterfunded and provide the insurance program with additionalresources."

For the fiscal year, the PBGC incurred $4 billion in losses fromcompleted and probable pension plan terminations while collectingonly $1.5 billion in premiums. The insurance program's financeswere helped by $3.9 billion in investment income and a$2.3 billion reduction in liabilities due to higher interestrates, leading to an overall net gain of $529 million.

The single-employer program took in 120 terminated pension planswith a total of $10.5 billion in assets and $21.2 billion inliabilities, for an average funded ratio of 50 percent. All but$300 million of this liability was already reflected on the PBGC'sbalance sheet at the end of fiscal year 2004.

The PBGC notes that if events subsequent to the fiscal year hadoccurred prior to year-end, the deficit in the single-employerprogram would have been $25.7 billion.

The pension insurance program's exposure to future losses remainedhigh in 2005. Each year the PBGC calculates "reasonably possible"exposure, an estimate of the amount of unfunded vested benefits inpension plans sponsored by companies at greater risk of default.The 2005 financial statements show PBGC's reasonably possibleexposure reaching a record $108 billion, up from $96 billion in2004 and $82 billion in 2003. The PBGC's estimate of the totalshortfall in insured single-employer plans remained in excess of$450 billion.

The PBGC assumed responsibility for the pension benefits of anadditional 235,000 workers and retirees in 2005, bringing thetotal number owed a benefit to 1.3 million. The amount ofbenefits paid increased from $3.0 billion in 2004 to $3.7 billionin 2005 and is projected to rise to $4.4 billion in 2006.

"Often overlooked in discussions of PBGC's finances are theworkers and retirees whose benefits are at risk," Mr. Belt said."The PBGC has added more participants to its rolls over the pastthree years than in the previous 27 years combined. These peoplemay have lost benefits promised to them by their employers and noware counting on the insurance fund to at least pay the amountsguaranteed under law."

Multi-Employer Program

The PBGC's separate insurance program for multi-employer pensionplans posted a net loss of $99 million in fiscal year 2005,resulting in a fiscal year-end deficit of $335 million compared to$236 million a year earlier. Overall, the multi-employer programhas about $1.2 billion in assets to cover $1.5 billion inliabilities. The deterioration in the program's financialcondition is due primarily to higher losses for future financialassistance the PBGC expects to provide to multiemployer plans($204 million) offset by investment earnings ($79 million) andpremium income ($26 million). In addition, the program faces$418 million in reasonably possible exposure to pension plans thatmay require financial assistance in the future, up from$108 million in 2004.

The multi-employer program covers 9.9 million participants innearly 1,600 plans. The PBGC's estimate of total pensionunderfunding in the multiemployer system exceeded $150 billion in2004 and exceeds $200 billion in 2005.

The PBGC's financial statements are prepared in accordance withaccounting principles generally accepted in the United States ofAmerica. The financial statements for fiscal year 2005 receivedan unqualified audit opinion. The audit was performed by CliftonGunderson LLP under the direction and oversight of the agency'sInspector General.

About the PBGC

The Pension Benefit Guaranty Corporation -- http://www.pbgc.gov/-- is a federal corporation created under the Employee RetirementIncome Security Act of 1974. It currently guarantees payment ofbasic pension benefits for more than 44 million American workersand retirees participating in more than 30,300 private-sectordefined benefit pension plans.

The agency receives no funds from general tax revenues. ERISArequires that PBGC programs be self-financing. Operations arefinanced largely by insurance premiums paid by companies thatsponsor pension plans, assets assumed from terminated plans,collection of employer liability payments due under EIRSA, andinvestment income. ERISA provides that the U.S. Government is notliable for any obligation or liability incurred by the PBGC.

* a $150 million revolving credit facility; and * a $850 million term loan facility.

Proceeds from the term loan will be used to tender for PGS's 10%senior unsecured notes due 2010. Moody's also affirmed PGS'sCorporate Family Rating (previously known as the senior impliedrating) of Ba3 and lowered the ratings on the company's 10% seniorunsecured notes due 2010 to B1 in anticipation of the new securedbank financing. Moody's may revisit the notching on the seniorunsecured notes depending on the outcome of the tender process.If all but a de minimus amount are tendered, the ratings on thesenior unsecured notes will be withdrawn.

Moody's changed PGS's rating outlook to developing from stable inresponse to the company's announcement that it is exploringpossibilities for separating into two independently listedcompanies, Geophysical and Production. The company plans toevaluate several alternatives for completing the separation andwill provide additional information on the process in earlyDecember 2005. Such alternatives could include a disposition orspin-off of either the Geophysical or Production businesses;however, the ultimate capital structure of each of the separatecompanies has not yet been determined. The separation is expectedto occur sometime in 2006.

Moody's observes that the maximum total leverage ratio (asdefined, but generally debt-to-EBITDA less multi-clientinvestments) in the proposed bank credit facilities will tightenin the event of a separation from 3.5x to 3x. The ratio would becalculated on a pro forma basis for both the 12 months commencingon the date of the separation and for the 12 months ending as ofthe most recent fiscal period prior to the separation.

In Moody's estimation, PGS would not currently meet this covenantif all of the company's indebtedness was carried solely by theGeophysical business and therefore any potential transaction wouldneed to involve cash proceeds either from a disposition or equityissuance combined with debt reduction.

Moody's will resolve the developing outlook upon evaluating thecompany's plans regarding the separation, particularly theproposed capital structure of each of the respective businesses.Moody's also will evaluate the benefits of greater strategic focusoffset by, from the perspective of Geophysical business, a loss ofsome level of diversification and tangible asset coverage providedby the Production business.

PGS's ratings are restrained by:

* the inherent cyclicality of the seismic business which is dependent on the less predictable exploration phase of the oilfield life cycle;

* the competitive nature of the seismic business which historically has suffered from over-capacity and low returns on investment; and

* material weaknesses in the company's internal control over financial reporting.

PGS's ratings are supported by:

* its scale as one of the largest providers of seismic services in the industry; and

* its conservative financial posture over the last couple of years including greater discipline regarding multi-client investments.

In the time since Moody's assigned ratings to PGS earlier thisyear, the company has shown continued strong financialperformance, reflecting the current upturn in the industry. Forthe nine months ended Sept. 30, 2005, PGS's pro forma EBITDA --excluding Pertra -- was approximately $283 million compared to$252 million for the comparable period last year. Pro formaEBITDA less multi-client investments was approximately$233 million and $215 million for the nine months ended Sept. 30,2005 and 2004, respectively.

Moody's estimates that PGS will report pro forma EBITDA of $400-$420 million for the full year 2005, of which $85-$90 millionpertains to the Production business, and EBITDA of $430-$480million in 2006, of which $85-$90 million pertains to theProduction business.

Investments in multi-client data are expected to be in the rangeof $60-$65 million in 2005 and $90-$100 in 2006. Accordingly,relative to $984 million of debt on a pro forma basis, Moody'sexpects that PGS will report debt-to-EBITDA less multi-clientinvestments in the range of 2.5x to 3.5x in both 2005 and 2006 ona consolidated basis.

The ratings on the bank credit facilities are subject to Moody'sreview of final documentation.

PGS is headquartered in Lysaker, Norway.

PHARMACEUTICAL FORMULATIONS: Wants Until Feb. 6 to File Plan------------------------------------------------------------ Pharmaceutical Formulations, Inc., asks the U.S. Bankruptcy Courtfor the District of Delaware to extend its exclusive period tofile a plan of reorganization through Feb. 6, 2006. The Debtoralso wants its exclusive period to solicit acceptances that planextended to Apr. 10, 2006.

The Debtor has negotiated the consensual termination of itscollective bargaining agreements and consummated the sale ofsubstantially all of the assets of Leiner Health Products LLC.While it filed a plan and accompanying disclosure statement onNov. 4, 2005, the Debtor anticipates it will continue to work withthe Official Committee of Unsecured Creditors and ICC Industries,Inc., regarding the terms of a consensual plan.

The Debtor submits that the requested extension will not prejudicecreditor interests as it continues to make timely payment on allits postpetition obligations.

PHOTOCIRCUITS CORP: Taps Crossroads Mgmt. as Restructuring Advisor------------------------------------------------------------------The U.S. Bankruptcy Court for the Eastern District of New Yorkgave Photocircuits Corporation permission to retain CrossroadsManagement Advisors, LLC, as its restructuring and financialadvisor.

Crossroads Management will:

1) provide services as a member of the Debtor's Restructuring Committee;

2) review and prepare financial materials for prospective investors and purchasers; and

3) assist in efforts to market the company to all interested parties.

Timothy D. Boates, Crossroads Management's principal partner,discloses that his current hourly rate is $210 and a daily rate of$2,100. Furthermore, the firm will seek reimbursement to theDebtor for necessary out-of-pocket expenses.

Mr. Boates assures the Court that the firm is a "disinterestedperson", as that term is defined in section 101(14) of theBankruptcy Code.

PHOTOCIRCUITS CORP: Hires Quadrus Consulting as Management Advisor------------------------------------------------------------------The U.S. Bankruptcy Court for the Eastern District of New Yorkgave Photocircuits Corporation permission to retain QuadrusConsulting as its management advisor.

The firm assisted the Debtor in its restructuring by providingmanagement services since July 19, 2004. Rick McNamee, QuadrusConsulting principal partner, has served as the Debtor's CEO.

The Debtor selects Quadrus Consulting because of its experience inthe electronics and printed circuit board industry and in generatecorporate management.

Quadrus Consulting will:

a) provide the Debtor with independent advice as a member of the Debtor's restructuring committee;

b) provide work product; and

c) provide other services or related responsibilities assigned by the Debtor.

Mr. McNamee, discloses that his firm will bill the Debtor $1,500daily rate for its services rendered.

To the best of the Debtor's knowledge, Quadrus Consulting is a"disinterested person" as that term is defined in Section 101(14)of the Bankruptcy Code.

PLYMOUTH RUBBER: Taps Schneiders and Schneiders as Zoning Counsel----------------------------------------------------------------- Plymouth Rubber Company Inc., and Brite-Line Technologies, Inc.,ask the U.S. Bankruptcy Court for the District of Massachusetts,Eastern Division, for permission to employ Schneiders andShneiders as its special zoning counsel, nunc pro tunc to Oct. 19,2005.

The Firm has performed services for the Debtors since Oct. 19,2005, in anticipation of the filing and allowance of itsemployment application. It worked to have the Canton PlanningBoard withdraw its Plymouth Rubber Zoning Overlay Article onOct. 24, 2005, and to defeat the article had it not beenwithdrawn.

Paul A. Schneiders, Esq., a partner at Scheneiders and Schneiders,said that the Firm has worked but has not billed 14.5 hours forpostpetition services, totaling $4,277 at Schneiders' agreed rateof $295 per hour. The Debtors owe Schneiders $11,067 inprepetition fees.

To the best of the Debtors' knowledge, the Firm does not hold anyinterest adverse to the Debtors' estate.

Headquartered in Canton, Massachusetts, Plymouth Rubber, Inc.,manufactures and distributes plastic and rubber products,including automotive tapes, insulating tapes, and other industrialtapes, mastics and films. Through its Brite-Line Technologiessubsidiary, Plymouth manufactures and supplies highway markingproducts. The Company and its subsidiary filed for chapter 11protection on July 5, 2005 (Bankr. D. Mass. Case Nos. 05-16088through 05-16089). Victor Bass, Esq., at Burns & Levinson LLP,represents the Debtors in their restructuring efforts. When theDebtors filed for protection from their creditors, they estimated$10 million to $50 million in assets and debts.

"Since joining the company as one of its original employees, Markhas played a key role in many aspects of the development of ourSurgical Spacing Procedure for the treatment of presbyopia," saidDoug Williamson, Refocus Group's recently appointed president andCEO. "Mark's in-depth knowledge of the company's clinical andtechnical matters will be of great value as we continue in thefinal phase of our U.S. Food and Drug Administration clinicaltrials."

Mr. Cox will continue to serve as the company's chief financialofficer and corporate secretary, positions he has held sincejoining the company in 1997. Previously, Mr. Cox held seniorfinance positions with two New York Stock Exchange-listedcompanies.

Refocus Group -- http://www.refocus-group.com/-- is a Dallas- based medical device company engaged in the research anddevelopment of treatments for eye disorders. Refocus holds over90 domestic and international pending applications and issuedpatents, the vast majority directed to methods, devices andsystems for the treatment of presbyopia, ocular hypertension andprimary open-angle glaucoma. The company's most mature device isits patented scleral implant and related automated scleralincision handpiece and system, used in the Scleral SpacingProcedure for the surgical treatment of presbyopia, primary open-angle glaucoma and ocular hypertension in the human eye.

The ratings on these synthetic transactions are weak-linked to theunderlying collateral, the senior debentures issued by RoyalCaribbean Cruises Ltd. The CreditWatch placements reflect thecurrent credit quality of the underlying securities.

The downgrade reflects the rapid decline in debt service coverageover the past year to 0.93x maximum annual debt service.

The audited financial statements for fiscal 2004 indicate that theperformance of the property declined during the fiscal yearachieving 0.93x debt service coverage, down from 1.26x the prioryear. Year-to-date financial statements indicate that thecoverage will remain in line with 2004 results. Average rentalincome for the project for fiscal 2004 decreased to $504 perunit per month, down from $536 per unit per month in fiscal 2003.

The decrease in the debt service coverage level and rent per unitis primarily due to a HUD rent increase, which was subsequentlyrescinded by HUD. After an appeal of the rescission, HUD hasstated that the increase in rent, which was to be used forsecurity, could only be used for a security system, not securitypersonnel.

The expense ratio for fiscal 2004 is at 64%, slightly higher than53% for fiscal 2003. The expense ratio has risen primarily due toan increase in administrative expenses. It is expected thatutility expenses will increase dramatically in the coming year dueto higher fuel costs and the project's location. Annual expensesper unit for the fiscal 2004 are at $4,005, up from $3,520 infiscal 2003. Debt per unit was $22,400 as of Dec. 31, 2004.

Average physical occupancy remains strong at the property with arate of 93% for fiscal 2004, though it is lower than it was lastyear.

SALON MEDIA: Incurs $200,000 Net Loss in Quarter Ending Sept. 30----------------------------------------------------------------Salon Media Group, Inc. (SALN.OB) reported $0.2 million net lossattributable to common stockholders for its second quarter endedSept. 30, 2005, compared to $1 million of net profit attributableto common stockholders for its second quarter the year before.The results for the quarter ended Sept. 30, 2004, included a non-cash benefit of $1.6 million from re-valuing warrants and non-cashcharges of $0.2 million, for a net non-cash benefit of$1.4 million.

Total revenues for the quarter ended Sept. 30, 2005, were$1.7 million, an increase of 32% from $1.3 million a year ago,with advertising revenues increasing 64% to $0.9 million from$0.5 million a year ago. The increase in advertising revenues isattributed to an industry wide improvement in Internetadvertising.

On a non-GAAP pro forma basis, excluding non-cash andnon-recurring charges, Salon recorded a nominal $33,000 lossattributable to common stockholders for the quarter compared to aloss of $0.4 million in the prior year period.

"Salon is making steady progress, with a year-to-date pro formaloss of just $36,000," stated Elizabeth Hambrecht, Salon's CEO andPresident. "We are optimistic about the prospect of realizing asolid third quarter and potentially ending our fiscal year inMarch 31, 2006 on a positive note," she continued.

Editor-in-Chief Joan Walsh noted the Website's strong editorialperformance of late, including a site redesign and the addition ofnew editorial features, such as Broadsheet, a women's blog, andautomatic reader posting of letters and comments. "We had anexcellent quarter editorially, with very strong traffic,especially to our Hurricane Katrina and CIA leak-scandalcoverage," Mr. Walsh noted. "The redesigned website let us buildon that new interest and energy, and let our readers more fullyinto the debate."

With its 10th anniversary coming up in mid-November, Salon is alsoabout to unveil two new features: VideoDog, a ground-breakingvideo blog, and a new technology daily feature called "How theWorld Works," by Salon technology writer Andrew Leonard. "Afteryears of cutting back, we're able to add smart new features basedon what we know our readers want from us," Mr. Walsh added. "I'mvery excited about our next 10 years."

A reconciliation of net profit (loss) attributable to commonstockholders calculated in accordance with generally acceptedaccounting principles in the United States of America (GAAP) andpro forma net income (loss) attributable to common stockholders isprovided immediately following the consolidated statements ofoperations. These pro forma measures are not in accordance with,or an alternative for, GAAP and may be different from pro formameasures used by other companies. Salon believes that thepresentation of pro forma results provides useful information tomanagement and investors regarding underlying trends in itsconsolidated financial condition and results of operations.Readers of Salon's consolidated financial statements are advisedto review and carefully consider the financial informationprepared in accordance with GAAP contained in this press releaseand Salon's periodic filings with the Securities and ExchangeCommission.

Future Periods Guidance

Salon does not believe that the quarter or six months endedSeptember 30, 2005, GAAP and non-GAAP financial results should beconsidered predictive of future quarter or year results.

Salon forecasts that it will most likely report a net profit forits quarter ending December 31, 2005, and cannot accuratelypredict its results for future quarters. Due to seasonality,Salon estimates that total revenues for its quarter endingDec. 31, 2005 will be $1.9 to $2.2 million, with advertising salescomprising $1.2 to $1.5 million of the total. Currently, Salonhas $1.2 million of firm commitments to serve advertisementsduring the quarter ending Dec. 31, 2005. Salon cannot accuratelypredict total revenues after Dec. 31, 2005, owing to therelatively short time frame in which advertising orders aresecured and when they run on our Website and the lack ofsignificant long-term advertising orders.

Salon anticipates Salon Premium revenues of approximately$0.5 million and other sources of revenues of approximately$0.2 million for its quarter ending Dec. 31, 2005.

Founded in 1995, Salon is an Internet publishing company. Salon'saward-winning journalism combines original investigative storiesand provocative personal essays along with quick-take commentaryand staff-written Weblogs about politics, technology, culture andentertainment. Committed to interactivity, the Website also hoststwo online communities, Table Talk and The Well, a user bloggingprogram and recently added two popular features, the daily musicdownload column Audiofile, and the Daou Report, an opinionatedguide to the blogosphere.

As reported in the Troubled Company Reporter on July 27, 2005,Burr, Pilger & Mayer LLP, expressed substantial doubt about SalonMedia Group, Inc.'s ability to continue as a going concern afterit audited the Company's financial statements for the year endedMarch 31, 2005. The firm points to the Company's losses fromoperations and working capital deficit. The Company previouslyreceived a going concern opinion in its 2004 financial statementsfrom PricewaterhouseCoopers LLP.

Salon's June 30, 2004, balance sheet shows $6.6 million in assetsand $5.7 million in liabilities. Salon has incurred losses andnegative cash flows from operations since inception and has anaccumulated deficit at June 30, 2004, of more than $92 million.

SEA CONTAINERS: Business Losses Spur S&P to Keep Ratings on Watch-----------------------------------------------------------------Standard & Poor's Ratings Services said that ratings on SeaContainers Ltd., including the 'BB-' corporate credit rating,remain on CreditWatch with negative implications, where they wereplaced on Aug. 25, 2005, based on ongoing substantial lossesat the company's ferry operations.

These actions will result in a $157 million restructuring chargeto reflect write-downs of certain assets and other terminationcosts, $19 million of which was taken in the third quarter of2005, with the balance to be taken by the end of 2005. Thecompany is also in the process of selling its remaining stake inOrient-Express Hotels Ltd., valued at approximately $300 million,with proceeds to be used to reduce debt.

The company recorded a loss of $59 million in the first ninemonths of 2005, with a substantial loss expected in the fourthquarter of 2005 due to continuing weak operational trends as wellas the balance of the restructuring charge to be taken.

"The company's financial profile has weakened significantly in2005," said Standard & Poor's credit analyst Betsy Snyder. "Wewill evaluate the company's business and financial prospects proforma for the restructuring in the near future to resolve theCreditWatch."

The ratings on Sea Containers reflect:

* a relatively weak financial profile and * financial flexibility.

However, the company does benefit from fairly strong competitivepositions in its major businesses. Sea Containers is involved inpassenger transport operations and marine cargo container leasing.It also currently has a stake of approximately 25% inOrient-Express Hotels Ltd., but will sell this in the near future.

Passenger transport is the largest operation, accounting foraround 90% of total revenues, although a smaller percentage ofearnings and cash flow. This business includes passenger andvehicle ferry services in the English Channel, the Irish Sea, andthe Northern Baltic Sea; and passenger rail service between Londonand Scotland, Great North Eastern Railway.

While Sea Containers is one of the larger ferry participants onroutes it serves, this is a highly competitive business, withseveral participants. GNER operates under a U.K. governmentfranchise that was renewed on March 22, 2005, for a 10-year periodeffective May 1, 2005. Marine cargo container leasing primarilyincludes Sea Containers' share of its 50/50 joint venture withGeneral Electric Capital Corp., GE SeaCo SRL, one of the largermarine cargo container lessors in the world.

Leisure investments include the company's stake in OEH, which ownsand/or manages deluxe hotels, tourist trains, river cruise shipsand restaurants located around the world. Sea Containers alsoowns a variety of smaller businesses.

SEARS CANADA: Moody's Assigns Ba1 Rating to CDN$600 Million Debts-----------------------------------------------------------------Moody's Investors Service downgraded the senior unsecured issuerrating of Sears Canada, Inc., to Ba2 from Baa2, assigned a Ba1rating to the new senior secured bank credit facility and as acorporate family rating, and assigned a speculative gradeliquidity rating of SGL-3. The rating outlook is stable. Thisconcludes the review for downgrade initiated on March 7, 2005.The rating outlook is stable.

The downgrade results from the closing of the sale of SearsCanada's credit business to JP Morgan Chase for CDN$2.3 billion,and Sears Canada's publicly-stated intention to distribute 100% ofnet proceeds, or roughly CDN$2 billion to stockholders via aspecial dividend -- indicating a significantly more aggressivefinancial policy -- as well as softening operating performance.

Of the CDN$2 billion, parent Sears Roebuck will receive itsproportional 54% share, which translates into approximatelyCAD$1.1 billion. Considering the credit business accounted forroughly $185 million in EBITDA pro forma for 2005, and thelikelihood that not all of this will be replaced under theoperating agreement with the buyer, JP Morgan Chase, this sale hasincreased leverage and reduced financial flexibility.

The new ratings consider:

* Sears Canada's weakened credit metrics as a result of the loss of credit revenue without a compensating debt reduction,

* spotty recent operating performance, and

* the likelihood that financial policy will continue to be aggressive, especially when considering the impact of Sears Holdings' 54% ownership stake;

balanced by:

* its favorable competitive position in the Canadian retail landscape,

* number one market positions in both appliances and apparel,

* benefits to its hardlines business of the Kenmore and Craftsman brands, and

* its seasoned management team.

The rating also considers the potential for increased competitionfrom U.S. competitors such as:

* Wal-Mart, * Best Buy, and * Home Depot,

all of which have some presence, albeit presently minor, inCanada.

Sears Canada is a leading retailer in Canada, with revenues ofapproximately $6.3 billion, with a broad and deep delivery networkthat permits customers from even the most remote areas of Canadato take advantage of its product offerings. Its legacy catalogbusiness remains a solid source of revenue, as does its network ofdealer stores, and it is a key player in virtually every first orsecond tier mall in Canada.

The Ba1 ratings on the new senior secured bank credit facilitiesrecognize their senior secured position in the capital structure,with the to-be-pledged collateral also spreading to all legacydebt holders, eliminating the potential for notching as all debtis now pari passu.

The Ba2 senior unsecured issuer rating reflects the pledging ofsubstantially all assets to secure the new bank facility andlegacy bonds.

The stable outlook reflects the maturity of the Sears Canadafranchise, and credit metrics that for the most part are solid forthe new category. While an upgrade in the near future is unlikelydue to financial policy and operating performance issues, positivemomentum could result if the company reduces absolute debt levelsthrough equitable application of free cash flow and if it canimprove operating performance so that the retail business cansustain an operating profit margin of greater than 7%.

Conversely, downward pressure would result from increaseddividends, especially debt-financed, weaker operating performance,which would be reflected by operating profit margin in its retailbusiness falling below 2%, or a weakened leverage profile, whichwould be reflected by debt/EBITDA exceeding 3.5x.

The Speculative Grade Liquidity Rating of SGL-3 representsadequate liquidity, and is reflective of Sears Canada's likelyneed to rely regularly on the proposed new revolving creditfacility for working capital funding, with peak borrowing expectedto occur during the third quarter as inventory builds.

In addition, CDN$200 million will be utilized to repay the March2006 maturity. Over the next twelve months, Moody's expects thecompany to comfortably meet its covenant tests that include:

* a defined Minimum Fixed Charge Coverage ratio of 1.25:1.0 with a step-up to 2.00:1 at Dec. 31, 2006;

* a defined Maximum Total Average Debt to EBITDA ratio of 3.50:1.0;

* a defined Maximum Total Debt-to-EBITDA ratio of 2.50:1.0; and

* a defined Minimum Liquidity Ratio of 1:00:1.0.

Moody's notes, however, that the company will have very limitedalternative sources of future liquidity available since all of itstangible and intangible assets have been pledged to its securedbank credit facility and other defined senior borrowings. Thecollateral may be released in the future if Sears Canada meets theInvestment Grade Condition as defined in the bank facility.

Sears Canada, which is a 54%-owned subsidiary of Sears, Roebuck &Co., is a leading retailer of both appliances and apparel inCanada, with annual revenues of roughly CDN$6.3 billion. Itoperates an extensive network of retail stores and catalog outletsthroughout Canada.

Sequenom reported a $6 million net loss for the three months endedSept. 30, 2005, compared to an $8 million net loss for the sameperiod in 2004. The Company has experienced significant operatinglosses in each period since its inception. At Sept. 30, 2005, theCompany's accumulated deficit was approximately $435.5 million.

The Company's total revenues for the third quarter of 2005 were$4.6 million, compared to $5.2 million for the third quarter of2004. Total costs and expenses for the third quarter of 2005were $10.9 million, down from $13.9 million for the third quarterof 2004.

"We are continuing to implement cost-cutting measures announcedlast month as part of our new business strategy. We expect torealize $7 to $10 million in improved cash flow in 2006," saidHarry Stylli, MBA, Ph.D., President and Chief Executive Officer ofSequenom. "As our focused business strategy gains traction in thenear term, we intend to increase our leverage in the market withour iPLEX(TM) assay, our newly launched services business, andeventually through commercial products for quantitative geneexpression (QGE) analysis and DNA methylation analysis. Geneexpression and methylation analyses are particularly important forepigenetic studies in cancer research," he added. "We alsobelieve the potential of our MassARRAY platform and ourintellectual property for non-invasive prenatal moleculardiagnostics provides upside for Sequenom in the future."

NASDAQ Listing Status

The NASDAQ National Market imposes, among other requirements,listing maintenance standards as well as minimum bid and publicfloat requirements on listed companies. In recent monthsSequenom's common stock has traded below $1 per share and theclosing bid price of its common stock has often been below $1 pershare.

On Sept. 16, 2005, the Company received a notice from the ListingQualifications Department of The NASDAQ Stock Market stating thatfor the last 30 consecutive business days, the bid price of itscommon stock had closed below the minimum $1.00 per sharerequirement for continued inclusion under NASDAQ Marketplace Rule4450(a)(5). The notice further stated that pursuant to NASDAQMarketplace Rule 4450(e)(2), Sequenom has until March 15, 2006 toregain compliance. If, at any time before March 15, 2006, the bidprice of the Sequenom's common stock closes at $1 per share ormore for a minimum of 10 consecutive business days, the Companymay regain compliance with NASDAQ's Marketplace Rules.

Should Sequenom become delisted from NASDAQ, it will make it moredifficult for the Company to generate funding as needed.Management says this factor, among others, gives rise tosubstantial doubt as to Sequenom's ability to continue as a goingconcern.

Material Weakness

Sequenom amended its annual report for the year ended Dec. 31,2004, to include Ernst & Young LLP's attestation report onmanagement's assessment of the effectiveness of the Company'sinternal control over financial reporting.

Based on its assessment of internal controls over financialreporting, management has concluded that, as of Dec. 31, 2004, theCompany's internal control over financial reporting was noteffective to provide reasonable assurance regarding thereliability of financial reporting and the preparation offinancial statements for external purposes in accordance with U.S.generally accepted accounting principles.

These material weaknesses resulted in adjustments to revenue,accounts payable and accrued liabilities, fixed assets, cash andrestricted cash, and amounts in the disclosures to the financialstatements. These adjustments were recorded in the 2004 financialstatements of Sequenom as reported and no previously reportedfinancial statements were restated.

Sequenom -- http://www.sequenom.com/-- is a genetics company committed to providing the best genetic analysis products thattranslate genomic science into superior solutions for biomedicalresearch and molecular medicine. Its proprietary MassARRAY^rsystem is a high performance nucleic acid analysis platform thatefficiently and precisely measures the amount of genetic targetmaterial and variations therein. Its system is able to deliverreliable and specific data from complex biological samples andfrom genetic target material that is available only in traceamounts.

SIERRA PACIFIC: Reaches Settlement with Enron on Legal Disputes---------------------------------------------------------------Sierra Pacific Resources (NYSE: SRP) reached a settlementagreement with Enron Power Marketing Inc. that resolves the long-term, ongoing litigation involving more than $300 million interminated contracts between Enron and Sierra Pacific's utilitysubsidiaries, Nevada Power Company and Sierra Pacific PowerCompany.

Sierra Pacific said that after all terms of the agreement arefinalized, the company expects its net payment for resolving itsEnron-related issues will be no more than $89.9 million. Keyterms of the agreement are:

* The Sierra Pacific utilities agree to pay $129 million to settle Enron's claim of more that $300 million for payment on contracts Enron terminated in 2002.

* Enron agrees to provide and pay an unsecured claim of $126.5 million against its bankruptcy estate in settlement of the Nevada utilities' claims that are currently being litigated on appeal before the 9th Circuit Court of Appeals and before the Federal Energy Regulatory Commission.

The Nevada utilities expect to realize no less than 30% of theface value of the claim against the bankruptcy estate which wouldguarantee that Sierra Pacific's total payment will be no more thanthe $89.9 million. The payment could be less if the utilitiesreceive more than 30% of the face value of the claim.

"The resolution of this lengthy period of litigation with Enron isin the best interests of our company, our state and ourcustomers," said Walter Higgins, chairman and chief executiveofficer of Sierra Pacific Resources. "It is certain that withoutthis agreement we faced many more years of costly and timeconsuming litigation. With these legal issues now behind us,Sierra Pacific can more effectively focus on doing a good job forour customers and continue making progress toward restoring ourutilities to investment grade credit status."

MR. Higgins added, "The FERC ordered us to enter into these mostrecent settlement discussions and the outcome is in the bestinterests of all. We especially appreciate the courageous andtireless support of Nevada Senators Ensign and Reid,Representatives Porter, Berkley and Gibbons as well as officialsof Nevada's Public Utilities Commission and the Attorney General'sBureau of Consumer Protection. They have been powerful forces inour meetings with Enron and the FERC to conclude this matter.Without this backing and influence, the Enron litigation wouldhave remained an unresolved threat to our company and state for anundetermined but lengthy period of time."

During 2003 and 2004, Sierra Pacific set aside in a cash escrow atotal of $60 million. With this security and the accruedinterest, the company will now need to pay less than $30 millionof additional cash to complete the settlement.

Sierra Pacific and Enron will submit the settlement agreement forapproval by the FERC and subsequently to the Bankruptcy Court.

Headquartered in Nevada, Sierra Pacific Resources -- http://www.sierrapacificresources.com-- is a holding company whose principal subsidiaries are Nevada Power Company, theelectric utility for most of southern Nevada, and Sierra PacificPower Company, the electric utility for most of northern Nevadaand the Lake Tahoe area of California. Sierra Pacific PowerCompany also distributes natural gas in the Reno-Sparks area ofnorthern Nevada. Other subsidiaries include the Tuscarora GasPipeline Company, which owns a 50 % interest in an interstatenatural gas transmission partnership.

* * *

As reported in the Troubled Company Reporter on Oct. 3, 2005,Fitch has assigned initial ratings to Sierra Pacific Resources andits subsidiaries, Nevada Power Co. and Sierra Pacific Power Co.The Rating Outlook is Stable.

The ratings of NPC and SPPC represent their individual creditprofiles and are not currently constrained by their parent'sratings. SRP's senior unsecured debt ratings reflect itsconsolidated financial profile as well as the structuralsubordination of SRP debt to that of its subsidiaries. The StableOutlook also reflects the assumption that the utilities receivereasonable rate treatment in future general and deferred energyrate filings.

SUPERB SOUND: Wants William J. Tucker as Bankruptcy Counsel-----------------------------------------------------------Superb Sounds, Inc., asks the U.S. Bankruptcy Court for theSouthern District of Indiana for authority to employ William J.Tucker & Associates, LLC, as its bankruptcy counsel.

William J. Tucker will:

(a) provide the Debtor counsel and legal advice with respect to its powers and duties as Debtor;

(b) prepare on behalf of the Debtor the necessary petitions, pleadings, notices, orders, applications, documents, reports, and other legal documents as may be required throughout these proceedings;

(c) perform all other legal services for the Debtor, as Debtor, which may be necessary herein, including the development of a plan for reorganization of the Debtor's business; and

(d) preparation, filing and prosecution of all pleadings necessary to obtain confirmation of a plan of reorganization.

To the best of the Debtor's knowledge, the Firm does not representany interest adverse to Debtor or its estate.

Headquartered in Indianapolis, Indiana, Superb Sound, Inc. -- http://www.ovation-av.com/-- is an audio, video and mobile electronics specialist. The company filed for chapter 11protection on Oct. 14, 2005 (Bankr. S.D. Ind. Case No. 05-29137).William J. Tucker, Esq., at William J. Tucker & Associates, LLC,represents the Debtor in its restructuring efforts. When theDebtor filed for protection from its creditors, it listed$9,416,642 in assets and $14,546,796 in debts.

SUPERB SOUND: Section 341(a) Meeting Slated for December 16------------------------------------------------------------The U.S. Trustee for Region 10 will convene a meeting of SuperbSound, Inc.'s creditors at 1:00 p.m., on Dec. 16, 2005, at Room416C, U.S. Courthouse, 46 East Ohio Street, in Indianapolis,Indiana. This is the first meeting of creditors required underSection 341(a) of the U.S. Bankruptcy Code in all bankruptcycases.

All creditors are invited, but not required, to attend. ThisMeeting of Creditors offers the one opportunity in a bankruptcyproceeding for creditors to question a responsible office of theDebtor under oath about the company's financial affairs andoperations that would be of interest to the general body ofcreditors.

Headquartered in Indianapolis, Indiana, Superb Sound, Inc. -- http://www.ovation-av.com/-- is an audio, video and mobile electronics specialist. The company filed for chapter 11protection on Oct. 14, 2005 (Bankr. S.D. Ind. Case No. 05-29137).William J. Tucker, Esq., at William J. Tucker & Associates, LLC,represents the Debtor in its restructuring efforts. When theDebtor filed for protection from its creditors, it listed$9,416,642 in assets and $14,546,796 in debts.

SUPERB SOUND: Files Schedules of Assets and Liabilities-------------------------------------------------------Superb Sound, Inc., delivered its Schedules of Assets andLiabilities to the U.S. Bankruptcy Court for the Southern Districtof Indiana, disclosing:

Headquartered in Indianapolis, Indiana, Superb Sound, Inc. -- http://www.ovation-av.com/-- is an audio, video and mobile electronics specialist. The company filed for chapter 11protection on Oct. 14, 2005 (Bankr. S.D. Ind. Case No. 05-29137).William J. Tucker, Esq., at William J. Tucker & Associates, LLC,represents the Debtor in its restructuring efforts. When theDebtor filed for protection from its creditors, it listed$9,416,642 in assets and $14,546,796 in debts.

T.A.T. PROPERTY: Files Schedules of Assets and Liabilities----------------------------------------------------------T.A.T. PROPERTY, Inc., delivered its Schedules of Assets andLiabilities to the U.S. Bankruptcy Court for the Southern Districtof New York, disclosing:

Headquartered in New York, New York, T.A.T. Property filed forchapter 11 protection on Oct. 14, 2005 (Bankr. S.D.N.Y. Case No.05-47223). Barton Nachamie, Esq., at Todtman, Nachamie, Spizz &Johns, P.C., represents the Debtor in its restructuring efforts.When the Debtor filed for protection from its creditors, it listed$13,531,595 in assets and $13,522,435 in debts.

TKO SPORTS: Can Use Lender's Cash Collateral Until December 10--------------------------------------------------------------TKO Sports Group USA, Limited, obtained approval from the U.S.Bankruptcy Court for the Southern District of Texas to continueusing, until Dec. 10, 2005, cash collateral securing prepetitiondebts to Bank of Montreal.

To provide BMo with adequate protection of its secured status, theHonorable Jeff Bohm ordered that the Bank holds a valid andperfected first lien and security interest in all of the Debtor'scash collateral, wherever located.

The Debtor tells the Court that they need the cash collateral inorder to pay suppliers who have already shipped goods. The Debtorsays that if it is unable to wire money to suppliers, then goodswill not be released. In fact, the Debtor fears the suppliermight liquidate the goods. The Debtor said that if that happened,it would have a drastic effect on its business since $300,000 inincoming goods could reap significant profit on sales, and in somecases, have already been booked.

Bank of Montreal Debt

The Debtor tells the Court that TKO Sports Group Inc., a Canadianentity, obtained a CDN$6.5 million line of credit from Bank ofMontreal. The Debtor says that it guaranteed the TKO Canada debtand granted a security interest in many of its assets.

The Debtor relates that when the U.S. Dollar began falling againstthe Canadian Dollar, BMo offered to make the loan in either U.S.or Canadian dollars. The Debtor says that the Bank would alsoconvert the loan one time from the original currency to the othercurrency.

The Debtor tells the Court that in early 2003, TKO Canada demandedthat the Bank convert the loan to U.S. Dollars. The Debtor saysthat it wasn't until March 2005 that the Bank converted the loan.By the time the loan was converted, the Debtor says, the loanamount totaled $5.2 million instead of only $4 million if it hadbeen converted in 2003. The Debtor says that TKO Canada and theBank discussed the problem. TKO Canada failed to make timelypayments and, the Debtor says, the Bank declared the loan facilityin default.

The Debtor says it owes $5.2 million under the TKO Canadafacility. The Debtor has trade accounts receivable ofapproximately $2.6 million and inventory valued at approximately$4.2 million.

TOWER AUTOMOTIVE: Court Picks Retirees to Serve on Official Panel-----------------------------------------------------------------As previously reported, the U.S. Bankruptcy Court for the SouthernDistrict of New York approved Tower Automotive Inc.'s request toapprove the procedures for soliciting membership to a RetireeCommittee.

The Retiree Committee will serve as the sole authorizedrepresentative under Section 1114 of the Bankruptcy Code ofthose persons receiving any retiree benefits:

* not covered by the Debtors' collective bargaining agreement; or

* covered by any collective bargaining agreement where the labor organization that is a signatory to that CBA elects not to serve as the authorized representative.

In September 2005, the Debtors sent Court-approved questionnairesto all retirees who were eligible to serve on the RetireesCommittee. As a result, 24 retirees -- and in some cases,spouses of retirees -- indicated their willingness to serve onthe Committee.

Pursuant to the U.S. Bankruptcy Court for the Southern District ofNew York's order dated June 15, 2005, the Debtors were authorizedto reject the Master Lease and the associated Equipment. TheDebtors tendered possession of the Equipment to Fleet Capital,effective as of July 15, 2005.

Fleet Capital has been remarketing the Equipment since theRejection Effective Date but has not yet found a buyer for theEquipment. Fleet Capital had until Nov. 12, 2005, to fileclaims relating to the rejection.

The calculation of Fleet Capital's rejection damages is affectedby the outcome of the ongoing remarketing effort.

In a Court-approved stipulation, the Debtors and Fleet Capitalagree that:

(1) the time within which Fleet Capital may file claims relating to the rejection of the Master Lease and Equipment is extended through and including January 11, 2006; and

(2) as a matter of convenience to the parties and not to affect any substantive rights, rather than filing multiple duplicative claims in the bankruptcy cases of TAPC, R.J. Tower Corporation, and Tower Automotive, Inc., based on the Debtor's primary, guarantor or other liability, Fleet Capital may instead file its claims only in TAPC's bankruptcy case, with those claims having the same force and effect as if they were filed in each of the parties' bankruptcy cases.

UAL CORP: PBGC Wants Carrier to Submit to Rule 2004 Examination--------------------------------------------------------------- According to Jeffrey B. Cohen, Esq., Chief Counsel at the PensionBenefit Guaranty Corporation in Washington, D.C., UAL Corporationand its debtor-affiliates characterized the PBGC Agreement to theCourt and to all interested parties, as a comprehensive settlementof complex disputes. The incorporated resolutions were essentialto the Debtors' reorganization and exit from bankruptcy.

However, Mr. Cohen alleges that the Debtors' Plan ofReorganization contains numerous modifications to the PBGCAgreement to the point where it is not confirmable.

The PBGC, hence, seeks "extensive examination of various factualcircumstances from the Debtors" that relate to the Plan, Mr.Cohen explains.

Pursuant to Rule 2004 of the Federal Rules of BankruptcyProcedure, the PBGC asks the Court to compel certain Debtorentities to:

(a) cause certain officers and directors to appear for oral examinations; and

(b) produce certain documents for the PBGC's analysis of the effects of, and potential objections to, the Debtors' Plan of Reorganization.

Specifically, the PBGC wants:

* to take the deposition upon oral examination of Frederic F. Brace, at 10:00 a.m. on December 2, 2005, at the offices of Kelley, Drye & Warren, in Chicago, Illinois, with the deposition to continue from day to day until completed;

* documents relating to the Debtors' negotiations of the PBGC Agreement, any interaction between Debtor entities relating to the PBGC Agreement, any co-mingling of Debtor assets and the discussions reflecting the PBGC Agreement as incorporated into the Plan and Disclosure Statement; and

* the Court to compel these Debtor entities to respond to document requests at the offices of Kelley, Drye & Warren, no later than 10:00 a.m., on November 28, 2005:

UAL CORP: PBGC Wants Court to Determine Claim on Summary Judgment-----------------------------------------------------------------The Pension Benefit Guaranty Corporation asks the U.S. BankruptcyCourt for the Northern District of Illinois to issue a partialsummary judgment declaring that the amount of its claim for theunfunded benefit liabilities of the Debtors' pension plans must becalculated in accordance with the Employee Retirement IncomeSecurity Act and PBGC regulations.

Jeffrey B. Cohen, Esq., Chief Counsel at the PBGC in Washington,D.C., reminds the Court that the validity and amount of a claimmust be determined according to the law that gives rise to it.

In the PBGC's case, Mr. Cohen says, substantive law refers toERISA and PBGC valuation regulations. There is no basis for theCourt to ignore a valid regulation that defines a party'sliability to a government agency, especially when that regulationconstitutes substantive law for calculating the liability, headds.

Congress expressly delegated to the PBGC the authority toprescribe the assumptions used to calculate benefit liabilitiesin terminated pension plans. This framework promotes uniformityby replicating the price that an employer would pay to terminatea pension plan through the purchase of annuities in the openmarket. This arrangement ensures that any termination liabilitywill be measured in a fair, objective and consistent manner, Mr.Cohen explains.

Mr. Cohen tells Judge Wedoff that the PBGC is prepared to proveat trial -- based on expert economic and actuarial testimony andevidence -- that the method set forth in the ERISA and the PBGC'svaluation regulations is the correct way to calculate theunfunded benefit liabilities in the Debtors' terminated pensionplan. However, the PBGC should not be required to make its case,he says.

Summary judgment would appropriately establish that ERISA and thePBGC's valuation regulations are the accurate methodology in thematter, Mr. Cohen asserts.

As reported in the Troubled Company Reporter, the parties enteredinto a letter agreement to finance the Debtors' purchase of sixBoeing 767-300ER aircraft under their global settlement with thePublic Debt Group.

WINN-DIXIE: Wants Deloitte & Touche to Audit Internal Controls--------------------------------------------------------------To enhance the effectiveness of internal auditing processes, Winn-Dixie Stores, Inc., and its debtor-affiliates have traditionallyemployed the services of outside professionals to assist them withprojects for which they lack the staffing or internal expertise tocomplete independently. Before the bankruptcy filing, the Debtorsrelied on Deloitte & Touche, LLP, to assist them with internalauditing projects related to information security, fraudinvestigations, and best practice.

To assure the continued high quality of their internal auditingprocesses and consistent with past practice, Winn-Dixie Stores,Inc., and its debtor-affiliates seek authority from the U.S.Bankruptcy Court for the Middle District of Florida to employDeloitte & Touche, effective as of Nov. 14, 2005, to provide riskassessment, quality assessment, journal entry assessment, andother services in connection with the Debtors' internal auditingneeds. The Debtors will retain Deloitte & Touche pursuant to theterms provided in a letter agreement dated Sept. 28, 2005.

Deloitte & Touche will provide these services to the Debtors:

(a) Internal Audit Risk Assessment Services

Deloitte & Touche will assist the Debtors' internal auditing department in completing the annual company-wide risk assessment designed to identify and prioritize the significant financial, operational, regulatory, compliance, fraud, and information systems risks facing the Debtors. Deloitte & Touche will analyze and review the audit universe and auditable entities that have been identified by the Debtors, and the risk models that have been developed by the Debtors' internal auditing department. Furthermore, Deloitte & Touche will assist the Debtors' internal auditing department in refining the models and in prioritizing and ranking the internal audit universe's auditable entities into high, medium, and low risk areas. Deloitte & Touche will prepare a recommended, risk-based assessment for review and approval by Debtors' director of internal audit. If approved, the results of the assessment will be presented to the Debtors' external auditors for feedback. Deloitte & Touche will then assist the Debtors' director of internal audit in developing the recommended risk-based annual internal audit plan to be presented to the Debtors' audit committee for approval.

(b) Quality Assessment Review of Internal Audit

The International Standards for the Professional Practice of Internal Audit requires internal audit functions to undergo an independent quality assessment review by Jan. 1, 2007. As part of the QAR process, Deloitte & Touche will review the Debtors' internal audit procedures and criteria for identifying significant risk areas and setting audit priorities. Deloitte & Touche will identify management's expectations regarding the Debtors' internal audit function and its role in the organization and will assess the performance of the function in meeting those expectations. In addition, Deloitte & Touche will compare the Debtors' practices to leading practices Deloitte & Touche has encountered in the course of serving other organizations. The resulting report prepared by Deloitte & Touche will identify areas of strength and identify opportunities for improvement.

(c) Journal Entry Testing

Deloitte & Touche will, on a quarterly basis, assist the Debtors' internal auditing department in completing analytical review-based tests of general ledger journal entries designed to identify potentially unusual transactions being posted to the general ledger. The tests will employ predetermined parameters agreed to by the Debtors and will involve the execution of computer assisted audit techniques using data analytics. The testing is designed to increase the likelihood of identifying unusual transactions.

The Debtors have also employed the services of KPMG LLP,PricewaterhouseCoopers LLP, and CFO Services in connection withtheir auditing and accounting needs. The Debtors assure theCourt that the services that Deloitte & Touche will provide arenot duplicative of the services provided by KPMG, PwC or CFOServices.

The Debtors explain that the services to be provided by Deloitte& Touche are internal audit support services relating to riskassessment, quality assessment, and journal entry assessment. Bycontrast, the services provided by KPMG are external auditingservices required by law as well as tax advisory services.Furthermore, the services provided by PwC have been focused onthe Debtors' overall governance controls and informationtechnology controls regarding compliance with the annualSarbanes-Oxley internal controls assessment. The servicesprovided by CFO Services are focused on the Debtors' accountingprocesses.

Deloitte & Touche estimates that the total professional fees forits services will be between $300,000 and $330,000.

Richard Serafini, a member of Deloitte & Touche, assures theCourt that the firm is disinterested as that term is defined inSection 101(14) of the Bankruptcy Code.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.-- http://www.winn-dixie.com/-- is one of the nation's largest food retailers. The Company operates stores across theSoutheastern United States and in the Bahamas and employsapproximately 90,000 people. The Company, along with 23 of itsU.S. subsidiaries, filed for chapter 11 protection on Feb. 21,2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, andSarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &Spalding LLP, represent the Debtors in their restructuringefforts. When the Debtors filed for protection from theircreditors, they listed $2,235,557,000 in total assets and$1,870,785,000 in total debts. (Winn-Dixie Bankruptcy News, IssueNo. 27; Bankruptcy Creditors' Service, Inc., 215/945-7000).

WINN-DIXIE: Wants Stuart Maue as Professionals' Fee Examiner------------------------------------------------------------On Aug. 10, 2005, the U.S. Bankruptcy Court for the MiddleDistrict of Florida approved the request of Wachovia Bank,National Association, as agent for itself and certain otherpostpetition lenders, to appoint a fee examiner.

Winn-Dixie Stores, Inc., and its debtor-affiliates requestedrecommendations for a fee examiner from various parties andseveral proposals were submitted. The Debtors reviewed theproposals and interviewed potential fee examiners to determinewhich was best suited for their Chapter 11 cases. In consultationwith the Official Committee of Unsecured Creditors, the Agent, andthe United States Trustee, the Debtors determined that Stuart,Maue, Mitchell & James, Ltd., is best suited to assist them.

In this regard, Winn-Dixie Stores, Inc., and its debtor-affiliatesseek the authority from the U.S. Bankruptcy Court for the MiddleDistrict of Florida to employ Stuart Maue as fee examiner toreview and analyze the fee applications filed by the professionalsretained in the Debtors' Chapter 11 cases.

Stuart Maue is a St. Louis, Missouri company engaged in thebusiness of legal auditing. For 20 years, Stuart Maue hasperformed thousands of legal audits throughout the United Statesinvolving hundreds of millions of dollars in legal fees andexpenses. Stuart Maue has provided services similar to theservices that will be provided to the Debtors in a number ofChapter 11 bankruptcy cases.

Stuart Maue's methodology for analyzing professional feessubmitted in bankruptcy fee applications involves severalintegrated steps. Initially, the fee applications are reviewedfor any apparent irregularities like billings to the wrong case,missing task descriptions, and double billings. The billingentries are scrutinized from several perspectives includingchronologically, by individual, and by professional activity.Chronological review of the fee applications permits an overviewof case activity. Examination of each individual's billingentries provides information about the participation of variousstaff in the proceeding. It also highlights any irregularpatterns.

Examination of the billing statements by professional activitysupplements the chronological review and the review byindividual. For certain categories of activity engaged in by theprofessional firm, Stuart Maue's auditors attempt to identify thebilled hours, the number of persons involved in the activity, andthe specific tasks performed by each person.

* Reconciliation of the hours/fees and expenses set forth in the fee applications;

* Review and analysis of the professional fee activities set forth in the fee applications for compliance with rules and guidelines of the Court and the billing guidelines of the Office of the U.S. Trustee;

* Review and analysis of the expenses requested in the fee applications for compliance with rules and guidelines of the Court and the billing guidelines of the Office of the U.S. Trustee. If receipts are provided, Stuart Maue will reconcile the outside charges with the vendor receipts;

* Review of the complete fee applications, including the narrative portion and all attachments, review of the pleadings and other documents to the extent necessary to review and analyze the professional fees and expenses;

* Schedule, convene, and moderate periodic meetings with the case professionals to discuss preliminary results of the review and analysis and to provide the case professionals with an opportunity to explain or correct invoice entries; and

* Preparation of written reports of the review and analysis of the fee applications.

James P. Quinn, a member of Stuart Maue, assures the Court thatthe firm:

(b) is not a creditor, equity security holder or an insider of the Debtors;

(c) does not have an interest materially adverse to the interest of the estates or of any class of creditors or equity security holders by reason of any direct or indirect relationship to, connection with, or interest in the Debtors or an investment banker for a security of the Debtors, or for any other reason;

(d) has had no affiliation with the Debtors or their affiliates, their creditors or any party-in-interest, or their attorneys and accountants; and

(e) is a "disinterested person" within the meaning of Sections 101(14) and 327(a) of the Bankruptcy Code.

The Debtors will pay Stuart Maue at its current hourly rates of$275 per hour for legal auditors, $175 per hour for systemspersonnel, $150 per hour for assistant legal auditors, and $65per hour for data entry personnel.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.-- http://www.winn-dixie.com/-- is one of the nation's largest food retailers. The Company operates stores across theSoutheastern United States and in the Bahamas and employsapproximately 90,000 people. The Company, along with 23 of itsU.S. subsidiaries, filed for chapter 11 protection on Feb. 21,2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, andSarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &Spalding LLP, represent the Debtors in their restructuringefforts. When the Debtors filed for protection from theircreditors, they listed $2,235,557,000 in total assets and$1,870,785,000 in total debts. (Winn-Dixie Bankruptcy News, IssueNo. 27; Bankruptcy Creditors' Service, Inc., 215/945-7000).

WINN-DIXIE: Wants to Reject 13 Burdensome Store Leases------------------------------------------------------Winn-Dixie Stores, Inc., and its debtor-affiliates seek authorityfrom the U.S. Bankruptcy Court for the Middle District of Floridato reject the leases for 13 stores in Georgia, Kentucky,Tennessee, and South Carolina, as well as the corresponding ninesubleases under them.

D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,in New York, relates that as part of their restructuring, theDebtors have sought to reduce or eliminate their liability undermany leases. Although the Debtors have subleases in place withrespect to most of the Leases, the subtenants pay themsubstantially less under the Subleases than the amount theDebtors are obligated to pay the landlords under the Leases.Rejecting the Leases and Subleases, Mr. Baker asserts, will savethe Debtors' estates $90,000 per month for costs incurred withrespect to administrative expenses under the Leases.

Mr. Baker also notes that certain of the Leases were affected bythe bankruptcy filing of Buehler Foods, Inc.:

(a) The Leases for Store Nos. 1607, 1659, 1673, 1696 and 1697, which were each assigned to Buehler Foods or one of its subsidiaries but for which the Debtors continue to guarantee the assigned lease;

(b) The Sublease for Store No. 1618, under which one of the Debtors subleases the premises to Buehler; and

(c) the corresponding Lease for Store No. 1618.

The Debtors believe that the Leases and Subleases are notnecessary for a successful reorganization, but instead constitutea burden to their estates. To the extent that the landlordsunder the Leases or the subtenants under the Subleases intend toclaim rejection damages as a result of the proposed rejections,the Debtors ask the Court to set the deadline for filing a proofof claim for the rejection at 30 days after the rejection date.

The Debtors also seek to abandon their interest in certainpersonal property remaining in the Leased premises, pursuant toSection 554(a) of the Bankruptcy Code. Mr. Baker says theabandoned personal property is of little or no value to theDebtors' estates.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.-- http://www.winn-dixie.com/-- is one of the nation's largest food retailers. The Company operates stores across theSoutheastern United States and in the Bahamas and employsapproximately 90,000 people. The Company, along with 23 of itsU.S. subsidiaries, filed for chapter 11 protection on Feb. 21,2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, andSarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &Spalding LLP, represent the Debtors in their restructuringefforts. When the Debtors filed for protection from theircreditors, they listed $2,235,557,000 in total assets and$1,870,785,000 in total debts. (Winn-Dixie Bankruptcy News, IssueNo. 27; Bankruptcy Creditors' Service, Inc., 215/945-7000).

Cash on hand at Sept. 30, 2005, was $59.9 million, a $35.9 millionincrease from $24 million at Dec. 31, 2004, and an $8.7 millionincrease from $51.2 million at June 30, 2005.

Net sales for the third quarter of 2005 were $140.1 million, a1.8% decrease from $142.6 million for the third quarter of 2004.

The net loss for the third quarter of 2005 was $8 million,compared to a net loss of $11.6 million for the third quarter of2004.

Operating income for the third quarter of 2005 was $20.2 million,compared to $13.9 million for the third quarter of 2004.Operating income for the current year quarter includes $1 millionin restructuring costs, compared to third quarter 2004restructuring costs of $8.4 million. Also included in the thirdquarter of 2005 was $1 million of additional overhead costsassociated with Xerium Technologies' transition to, and operationas, a public company, which were not incurred in the third quarterof 2004.

Xerium Technologies' cost reduction programs, including plantclosures designed to rationalize production among facilities andheadcount reductions, have been proceeding, albeit with somedelays in North America as noted above, which are delaying to somedegree timing on cost savings. These cost reduction effortseliminated approximately $3.4 million in cash costs that wouldhave otherwise been incurred during the third quarter of 2005,compared to the Company's cost structure in the third quarter of2004.

Net sales for the first nine months of 2005 increased$7.2 million, or 1.7%, to $437.8 million, from $430.6 million forthe first nine months of 2004.

Net loss for the first nine months of 2005 was $12.1 million,compared to net income of $1.2 million for the first nine monthsof 2004.

Headquartered in Wesborough, Massachusetts, Xerium Technologies,Inc. -- http://xerium.com/-- is a leading global manufacturer and supplier of two types of products used primarily in the productionof paper: clothing and roll covers. The company, which operatesaround the world under a variety of brand names, owns a broadportfolio of patented and proprietary technologies to providecustomers with tailored solutions and products integral toproduction, all designed to optimize performance and reduceoperational costs. With 35 manufacturing facilities in 15countries around the world, Xerium Technologies has approximately3,900 employees.

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As reported in the Troubled Company Reporter on March 28, 2005,Moody's Investors Service assigned a B1 rating to XeriumTechnologies, Inc.'s $650 million guaranteed senior secured termloan B and $100 million guaranteed senior secured revolving creditfacility. Moody's also assigned a B1 senior implied rating, B3issuer rating, and SGL-3 speculative grade liquidity rating to thecompany. The rating outlook is stable.

YUKOS OIL: Taps Baker Botts to Dismiss Suit in D.C. District Court------------------------------------------------------------------Group Menatep is funding a new lawsuit that asserts what Yukossays are frivolous objections to the Russian government's taxenforcement measures against Russian oil concern. "This lawsuitis nothing more than another attempt to harass a friendly foreignsovereign for enforcing its domestic tax laws," Baker Botts lawyerMichael Goldberg, Esq., said.

Earlier this year, the Texas federal courts dismissed a bankruptcypetition filed by Yukos Oil Company, Menatep's majority-controlledsubsidiary, because disputes about the Russian government'senforcement actions against Russian tax evaders do not belong inthe U.S. Courts. Yukos' lawyer later reported admitting that theaction was brought without any realistic expectation of winning.

"We note that minority shareholders of Yukos long ago recognizedthe true wrongdoers, since they have been pursuing legal claimsagainst Group Menatep and Yukos' management," Mr. Goldberg added."We are confident that the D.C. federal court, like the Texasfederal court, will promptly dispose of this latest abuse of theU.S. judicial system."

Headquartered in Houston, Texas, Yukos Oil Company is an openjoint stock company existing under the laws of the RussianFederation. Yukos is involved in the energy industrysubstantially through its ownership of its various subsidiaries,which own or are otherwise entitled to enjoy certain rights to oiland gas production, refining and marketing assets. The Companyfiled for chapter 11 protection on Dec. 14, 2004 (Bankr. S.D. Tex.Case No. 04-47742). Zack A. Clement, Esq., C. Mark Baker, Esq.,Evelyn H. Biery, Esq., John A. Barrett, Esq., Johnathan C. Bolton,Esq., R. Andrew Black, Esq., Fulbright & Jaworski, LLP, representthe Debtor in its restructuring efforts. When the Debtor filedfor protection from its creditors, it listed $12,276,000,000in total assets and $30,790,000,000 in total debts. OnFeb. 24, 2005, Judge Letitia Z. Clark dismissed the Chapter 11case.

* Fitch Assigns B+ Rating on Uruguay's $200 Million Global Bonds----------------------------------------------------------------Fitch Ratings, the international rating agency, has assigned a'B+' rating to Uruguay's US$200 million in global bonds dueNov. 18, 2022. The Rating Outlook is Stable. Proceeds from thebond issue will be used for general budgetary purposes.

Uruguay's sovereign ratings reflect its improving debt dynamicsunderpinned by currency strength, economic growth, and fiscalprudence. On the other hand:

Commenting on the new appointments, Dominic DiNapoli, FTI's chiefoperating officer, said, "These professionals will be a tremendousasset to our firm. Our mission is to provide clients with themost astute advice in the marketplace, and Trevor, David andMichael exemplify the level of talent we look to have on ourteam."

New Appointments

Trevor Birch joins FTI Palladium Partners, the interim managementarm of FTI's Corporate Finance/Restructuring practice, as seniormanaging director in FTI's London office. Mr. Birch has 20 yearsof experience assisting financially distressed and troubledbusinesses in multi-stakeholder environments, both as an advisorand in an executive role. In his new role at FTI PalladiumPartners, Mr. Birch will step into interim executive managementpositions at underperforming and financially distressed companiesto help turn their businesses around.

Prior to joining FTI, Mr. Birch was a partner at a Big 4accounting firm based in the UK. In that role he specialized incorporate recovery, predominantly working with troubledcorporations. Prior to that, Mr. Birch held senior executivepositions at Chelsea Village PLC and Leeds United PLC, the holdingcompanies of two major UK Premier League football clubs. Mr.Birch was successful in effecting the organizational and financialrestructuring of both companies and ultimately negotiated thesales of their businesses. Previously, Mr. Birch spent 19 yearsat a Big 4 accounting firm in the UK where he was head of theNorthern restructuring practice.

Mr. Birch holds a BA honors degree in Accountancy and is a Fellowof the Institute of Chartered Accountant.

David Taylor joins the FTI Palladium Partners team as seniormanaging director and will be based in FTI's Charlotte office. Aspart of this team, Mr. Taylor will undertake interim C-suitepositions within companies to stabilize operations, restorecredibility and drive long-term positive change. Mr. Taylorbrings over 25 years of broad experience and a record ofsuccessful reorganization efforts while acting in executivemanagement roles.

Prior to joining FTI, Mr. Taylor was CFO at Guilford Mills, Inc.,where he was brought in to stabilize and strengthen the company'sfinancial and administrative functions and guide it through abankruptcy reorganization. Prior to that, Mr. Taylor was CFO atHeafner Tire Group Inc. where he negotiated a 100% increase in thecompany's borrowing capacity and increased the company's annualrevenue by 20% through strategic acquisitions during his tenure.Earlier in his career, Mr. Taylor acted as COO for C'Board USA,Inc., and CFO and Director of JPS Textile Group, Inc. Mr. Taylorbegan his career at a Big 4 accounting firm.

Mr. Taylor holds a BA in Business Administration and Accountingand is a Certified Public Accountant as well as an AICPA andSCACPA member.

Michael Valocchi joins FTI Economic Consulting practice where hewill lead the Energy Corporate Economics group which will providestrategic advice to energy and utility related clients on keyissues, focusing on industry solutions. Mr. Valocchi, who willwork out of FTI's King of Prussia office, is an accomplishedbusiness strategist with 20 years of experience leading complexclient projects in the areas of financial, operational andregulatory strategy.

Prior to joining FTI, Mr. Valocchi was one of the partners in theIBM Business Consulting Services Energy and Utilities practicewhere he specialized in business strategy in the energy andutilities industry. At IBM, Mr. Valocchi was a lead partner onseveral major IBM energy accounts and led key strategic projectsrelated to market expansion, generation, transmissionreengineering, meter-to-cash controls and technology strategy. Mr.Valocchi began his career at a major national accounting firm.

Mr. Valocchi holds a BS in Accounting from Saint Joseph'sUniversity and is CPA and an AICPA member.

FTI Consulting, Inc. -- http://www.fticonsulting.com/-- is a premier provider of problem-solving consulting and technologyservices to major corporations, financial institutions and lawfirms when confronting critical issues that shape their future andthe future of their clients, such as financial and operationalimprovement, major litigation, mergers and acquisitions andregulatory issues. Strategically located in 24 of the major UScities, London and Melbourne, FTI's total workforce of more than1,300 employees includes numerous PhDs, MBAs, CPAs, CIRAs andCFEs, who are committed to delivering the highest level of serviceto clients.

Building a Health Care Organization: A Challenge for Physiciansand Managers offers timely, relevant, productive advice on howhealthcare organizations, which have come to dominate Americanmedicine, can best meet the challenges they now face. Accordingto the authors, who have broad experience in the healthcare field,the main problems facing healthcare organizations arise from theconflict between the two most important parties - namely, themanagers running the healthcare organizations and the doctorsproviding the healthcare to patients. The differences aretwofold. In one respect, there are differences in professionaltraining, responsibilities, and goals. In another respect, thereare differences in beliefs how healthcare should be provided, whoshould have primary responsibility for certain operations andservices, and how a healthcare organization should be managed.Such differences lead to frustrations, misunderstandings, andinefficiencies in most healthcare organizations which, in turn,lower employee moral and, worse, affect patient care.

Early in their book, the authors relate two incidents exemplifyingthe main problems patients face in organizations where managersand doctors are not communicating properly with each other. Inone, a man dies from internal bleeding after an operation fromlack of care. He simply "fell through the cracks" to put it oneway. None of the caregivers had the specific responsibility ofchecking for this possible consequence of surgery.

In the other example, an individual complaining of pain andevidencing certain symptoms could not get anyone in a healthcareorganization to take her complaints seriously and provide her withthe proper remedy. Though not tragic like the first example, thesecond is a more familiar complaint from the patient end ofhealthcare. Say the authors: "the cumulative effect of the tales[this patient] recounts seriously undermines our confidence in thehealth care system as a whole. Above all, patients must be ableto expect that when they put themselves in the hands of aprofessional, the benefits they receive will be limited only bythe nature of their medical condition and the state of medicalknowledge about it." Unfortunately, as everyone including doctorsand managers of healthcare organizations realizes, this is oftennot the case in U.S. medical care today.

This undermined confidence brings tension to the doctor-patientrelationship. This relationship is the crux of healthcare, whichcannot be displaced, ignored, or altered by a healthcareorganization despite its organizational structure and interests.But as the authors understand, the solution to this underminedconfidence cannot come from the doctors of a healthcareorganization alone. The solution has to be worked out betweendoctors and managers, with both parties having an understanding ofthe situation, perspective, and primary concerns of the other. Onthis basis, the members of a healthcare organization should beable to work out optimal guiding principles, efficient operatingpractices, and reassuring patient relations with an eye on theoverriding interest of both parties in belonging to and operatinga healthcare organization that earns satisfactory profits andprovides effective healthcare.

The ideal model for accomplishing this objective is the "healthyhealth care organization." This model presupposes an open systemof management, communication, and cooperation. To bring aboutthis open system, critical objectives have to be realized,including matching the organization's capabilities to itsintentions and goals and achieving consistency of interactionbetween managers and physicians. Such consistency depends onmanagers devising systems and processes whereby doctors identifywith the healthcare organization as much as they do with theirpatients and their profession, even if this is a specialty withinthe medical field. Only by such identification can physiciansmake appropriate decisions about using the organization'sresources and keeping management informed of potential problemsrelating to the interrelated matters of resources and patientcare.

The "open systems view" urged by the three co-authors impliesinclusion. Managers must broaden their perspective - fromfocusing mainly on solutions to the variety of problems thatinevitably crop up in any active, complex organization to workingon a wider range of organizational fronts. When put into effectby managers, this open system provides the context within whichmanagers and doctors work with each other, make appropriatedecisions, measure success, and identify areas for improvement.The authors elaborate on principles, methods, systems, andprocesses for establishing an open system for a healthcareorganization. Most importantly for healthcare management desiringto implement such a system, the authors clearly and concisely goover the initial steps required for establishing a beneficial,ongoing open system.

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Monday's edition of the TCR delivers a list of indicative pricesfor bond issues that reportedly trade well below par. Prices areobtained by TCR editors from a variety of outside sources duringthe prior week we think are reliable. Those sources may not,however, be complete or accurate. The Monday Bond Pricing tableis compiled on the Friday prior to publication. Prices reportedare not intended to reflect actual trades. Prices for actualtrades are probably different. Our objective is to shareinformation, not make markets in publicly traded securities.Nothing in the TCR constitutes an offer or solicitation to buy orsell any security of any kind. It is likely that some entityaffiliated with a TCR editor holds some position in the issuers'public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies withinsolvent balance sheets whose shares trade higher than $3 pershare in public markets. At first glance, this list may look likethe definitive compilation of stocks that are ideal to sell short.Don't be fooled. Assets, for example, reported at historical costnet of depreciation may understate the true value of a firm'sassets. A company may establish reserves on its balance sheet forliabilities that may never materialize. The prices at whichequity securities trade in public market are determined by morethan a balance sheet solvency test.

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Monthly Operating Reports are summarized in every Saturday editionof the TCR.

For copies of court documents filed in the District of Delaware,please contact Vito at Parcels, Inc., at 302-658-9911. Forbankruptcy documents filed in cases pending outside the Districtof Delaware, contact Ken Troubh at Nationwide Research &Consulting at 207/791-2852.

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